Common use of Tenant Estoppel Letters Clause in Contracts

Tenant Estoppel Letters. Buyer's obligation to close hereunder shall be conditioned upon Buyer's receipt, no later than January 25, 1998 ("Estoppel Deadline") of completed tenant estoppel letters, in the form attached hereto as EXHIBIT 9.3, from three of the four tenants occupying space at the Property but one of such letters must be from Marlboro Square Liquors (the "Required Space"). Seller shall direct its management company to send tenant estoppel letters promptly upon full execution of this Agreement to the tenants at the Property. If on or before the Estoppel Deadline Buyer receives estoppel letters substantially in the form of EXHIBIT 9.3 covering the Required Space, then this condition shall be deemed satisfied or waived, and the Closing shall occur as set forth herein. The term substantially in the form shall mean that the provisions regarding applicable rent, term and square footage occupied are completed as well as a statement (which may be qualified to the knowledge of the tenant) regarding tenant's defaults under the applicable lease is included in such estoppel letter. If on or before the Estoppel Deadline Buyer has not received such letters covering the Required Space, Buyer may so notify Seller, and upon the giving of such notice, the Deposit shall be refunded and this Agreement shall terminate, and neither party shall be liable to the other for damages or otherwise except as otherwise expressly provided herein. If on or before the Estoppel Deadline Buyer has not given such notice to Seller, this condition shall be deemed satisfied and waived, and the Closing shall occur as set forth herein.

Tenant Estoppel Letters. BuyerSeller shall use commercially reasonable efforts to deliver to Purchaser, at least five days prior to the Closing Date, executed estoppel letters (the "Estoppel Letters") substantially in the form attached as Exhibit 4.4 (or, with respect to any tenant, such other form as may be provided for in such tenant's Lease) certified to Purchaser, its assigns and lender from all tenants of the Property. It shall be a condition precedent to Purchaser's obligation to close hereunder purchase the Property as set forth in this Agreement (the "Estoppel Condition") that: (i) at least three (3) Business Days prior to the Closing, Purchaser receive satisfactory Estoppel Letters from each of the following tenants under Leases (collectively, the “Required Tenants”): Quiznos, PING, FTI Consulting, Newfield, WPX, Hall & Xxxxx and Core Site, with such other tenants who, together with the Required Tenants, in the aggregate occupy 85% of the aggregate leased rentable space in the Improvements and (ii) with respect to any deviation from the form attached as Exhibit 4.4, the Estoppel Letters required pursuant to the foregoing clause (i), are otherwise in form and substance reasonably satisfactory to Purchaser. In connection with the foregoing, unless Purchaser shall object to the form of an Estoppel Letter within five (5) Business Days after receipt thereof, the form of such Estoppel Letter shall be conditioned upon Buyer's receipt, no deemed satisfactory to Purchaser. No later than January 25five (5) Business Days after the Effective Date, 1998 ("Seller will deliver to Purchaser completed forms of Estoppel Deadline") of completed tenant estoppel lettersLetters, in the form attached hereto as EXHIBIT 9.3Exhibit 4.4 or for any tenant in the form prescribed by its Lease and containing the information contemplated thereby, from three for all tenants. Within five (5) Business Days following Purchaser's receipt thereof, Purchaser will send to Seller notice either (i) approving such forms as completed by Seller or (ii) setting forth in detail all changes to such forms which Purchaser believes to be appropriate to make the completed forms of Estoppel Letters accurate and complete. Seller will make such changes to the four tenants occupying space at extent Seller agrees such changes are appropriate, except that Seller will not be obligated to make any changes which request more expansive information than is contemplated by Exhibit 4.4 or the Property but one form prescribed by any tenant's Lease. An Estoppel Letter shall be deemed satisfactory for purposes of such letters must be from Marlboro Square Liquors (satisfying the "Required Space")Estoppel Condition, if dated no earlier than July 28, 2013, does not disclose any default or other state of facts which is inconsistent with the Leases, the Rent Roll or the representations of Seller contained herein, and is in the form provided pursuant to the foregoing provisions of this Section 4.4. Seller shall direct its management company diligently pursue Estoppel Letters from all tenants and promptly provide Purchaser with copies of all executed Estoppel Letters upon receipt and coordinate with Purchaser to send tenant estoppel letters promptly upon full execution of this Agreement address any material objections received from tenants to the Estoppel Letters. To the extent there are any guarantors of the obligations of any tenants at the Property. If on or before the under Leases, an Estoppel Deadline Buyer receives estoppel letters substantially in the form of EXHIBIT 9.3 covering the Required Space, then this condition Letter shall not be deemed satisfied or waived, and received with respect to such tenants unless the Closing shall occur as set forth herein. The term substantially guarantor thereunder reaffirms in the form shall mean that the provisions regarding applicable rent, term and square footage occupied are completed as well as a statement (which may be qualified to the knowledge of the tenant) regarding tenant's defaults writing its obligations under the applicable lease is included guaranty and acknowledges that the guaranty remain in such estoppel letterfull force and effect. If on or before Seller's failure to satisfy the Estoppel Deadline Buyer has not received such letters covering Condition or any other obligations of Seller under this Section 4.4 shall in no event constitute a default by Seller under this Agreement. In the Required Space, Buyer may so notify Seller, and upon the giving event of such noticefailure, Purchaser's sole remedy shall be either to: (a) terminate this Agreement, in which event the Deposit shall be refunded and this Agreement shall terminate, and neither party shall be liable returned to the other for damages Purchaser or otherwise except as otherwise expressly provided herein. If on or before (b) waive the Estoppel Deadline Buyer has not given such notice to Seller, this condition shall be deemed satisfied Condition and waived, and proceed with the Closing shall occur as set forth hereinClosing.

Tenant Estoppel Letters. Buyer's obligation to close hereunder shall be conditioned upon Buyer's receiptreceipt and reasonable approval, no later than 5 o'clock P.M., Boston time, on January 2522, 1998 ("Estoppel Deadline") 1999 of completed tenant estoppel letters, in the form attached hereto as EXHIBIT 9.39.3A, from three tenants of at least seventy-five (75%) per cent of the four tenants occupying rented space at the Property but one of such letters must be from Marlboro Square Liquors (Property. The "Estoppel Deadline" and the "Required Space")Additional Estoppel Deadline" shall be the later of January 22, 1998 and January 29, 1999, respectively, or three (3) business days after Buyer's receipt of the Tenant Estoppel Letters or the Tenant Update Estoppel Certificate. On or about December 28, 1998, Seller shall direct its management company to send tenant estoppel letters promptly upon full execution of this Agreement to the all tenants at the Property. If on or before The Estoppel Deadline shall be automatically extended to January 29, 1999 in the event that Seller is unable to deliver seventy-five (75%) per cent of the tenant estoppel letters for rented space at the Property by the Estoppel Deadline (the "Additional Estoppel Deadline"). In addition, Seller shall be permitted to deliver to Buyer receives a Seller's estoppel letters certificate, substantially in the form of EXHIBIT 9.3 covering 9.3B, for tenants of at least ten (10%) per cent of the Required Spacerented space at the Property such that Buyer will have completed tenant estoppel letters from tenants of at least eighty-five (85%) per cent of the rented space at the Property. In the event that the Tenant Estoppel Letters are unacceptable to Buyer's lender, Seller will use reasonable efforts to obtain supplements to the Tenant Estoppel Letters received from tenants who have executed the attached Tenant Estoppel Letter. In addition, upon Buyer's reasonable request Seller shall deliver Tenant Update Estoppel Certificate in the form of EXHIBIT 9.3C attached hereto, to the tenants whose Tenant Estoppel Letters are outdated as reasonably determined by Buyer or Buyer's lender. Buyer's reasonable approval shall be such that Buyer will approve all Tenant Estoppel Letters which do not materially amend or modify Exhibit 9.3A, for instance, in cases where the tenant revisions or modifications are cosmetic rather than substantive, Buyer agrees to accept such Tenant Estoppel Letters, notwithstanding tenant revisions or modifications to same. Buyer at its option may object and shall have the right to approve material tenant revisions or modifications, such as changes or/and disputes which affect the financial and economic viability of the Property. Buyer shall have three (3) business days after receipt of the Tenant Estoppel Letters to approve same. If Buyer does not disapprove the Tenant Estoppel Letters or the Tenant Update Estoppel Certificate within three (3) business days after receipt, then this condition Buyer shall be deemed satisfied or waived, and the Closing shall occur as set forth herein. The term substantially in the form shall mean that the provisions regarding applicable rent, term and square footage occupied are completed as well as a statement (which may be qualified to the knowledge of the tenant) regarding tenant's defaults under the applicable lease is included in such estoppel letter. If on or before the Estoppel Deadline Buyer has not received such letters covering the Required Space, Buyer may so notify Seller, and have approved same upon the giving expiration of such notice, the Deposit shall be refunded and this Agreement shall terminate, and neither party shall be liable to the other for damages or otherwise except as otherwise expressly provided herein. If on or before the Estoppel Deadline Buyer has not given such notice to Seller, this condition shall be deemed satisfied and waived, and the Closing shall occur as set forth hereinsaid three (3) business days.

Tenant Estoppel Letters. Seller shall deliver to Buyer, on or before November 4, 1997, an estoppel certificate (hereinafter the "Estoppel Certificate") signed by the tenants known as Xxxx Xxxxx, Radio Shack, GNC, Rite-Aid, Denny's, Arby's, Burger King, and for Xxxx Developers (the K-Mart Land Lease) (hereinafter "Major Tenants"), indicating the amount of rent paid, the date last paid, the amount of security deposits, any prepaid rents, etc. Buyer has supplied such form acceptable to Buyer for Seller's use as Exhibit B attached hereto. Buyer will accept a Major Tenant's standard estoppel certificate. Buyer's obligation to close hereunder shall be conditioned upon Buyer's receipt, no later than January 25, 1998 subject to ("1) receipt of such Estoppel Deadline"Letters and (2) of completed tenant estoppel letters, in said Estoppel Letters being consistent with the form attached hereto as EXHIBIT 9.3, from three terms and conditions of the four Leases of the tenants. For all other tenants occupying space at the Property but one of such letters must be from Marlboro Square Liquors (the hereinafter "Required SpaceOther Tenants"), Seller will make diligent effort to obtain Estoppel Certificates from each of the Other Tenants, however, if Seller cannot deliver estoppel certificates for each of the Other Tenants by October 17, 1997, Buyer and Seller may further attempt to jointly obtain such Estoppel Certificates from such tenants. If Buyer and Seller shall direct its management company are unsuccessful in obtaining Estoppel Certificates for each of the Other Tenants, Seller may provide a certificate in a form satisfactory to send tenant estoppel letters promptly upon full execution of this Agreement to Buyer for the Other Tenants occupying less than 3,600 square feet combined. Buyer will accept an Estoppel Certificate dated no earlier than August 1, 1997 for the tenants at the Propertyknown as ALOF Auto Tag, Dollar Store, Xxxxx Xxxxx, H & R Block, Kleen Coin Laundry and Postal Depot Plus. If on or before Estoppel Certificates are not provided by the Estoppel Deadline Buyer receives estoppel letters substantially Other Tenants in the form excess of EXHIBIT 9.3 covering the Required Space, then this condition shall be deemed satisfied or waived, and the Closing shall occur as set forth herein. The term substantially in the form shall mean that the provisions regarding applicable rent, term and 3,600 square footage occupied are completed as well as a statement (which may be qualified to the knowledge of the tenant) regarding tenant's defaults under the applicable lease is included in such estoppel letter. If on or before the Estoppel Deadline Buyer has not received such letters covering the Required Spacefeet combined, Buyer may so notify Sellereither accept a certificate from the Seller or terminate this Agreement, and upon the giving of such noticein which case, the Deposit Buyer shall be refunded its deposit and this Agreement shall terminate, be null and neither party shall be liable to the other for damages or otherwise except as otherwise expressly provided herein. If on or before the Estoppel Deadline Buyer has not given such notice to Seller, this condition shall be deemed satisfied and waived, and the Closing shall occur as set forth hereinvoid.

Tenant Estoppel Letters. Buyer's Seller shall use good faith efforts (but without obligation to close hereunder shall be conditioned upon Buyer's receiptincur any unreasonable cost or expense) to obtain and deliver to Buyer prior to Closing, a Tenant Estoppel Letter dated no later more than January 25, 1998 forty-five ("Estoppel Deadline"45) of completed days prior to Closing and made a part hereof signed by each tenant estoppel letters, occupying space in the form attached hereto as EXHIBIT 9.3, from three of the four tenants occupying space at the Property but one of such letters must be from Marlboro Square Liquors (the "Required Space")Property. Seller shall direct its management company obtain and deliver to send Buyer prior to Closing, as a condition precedent to Buyer’s obligation to proceed to Closing, a Tenant Estoppel Letter (i) from each Major Tenant and (ii) from other tenants Existing Leases which cover seventy-five percent (75%) (the “Required Tenant Estoppel Percentage”) of the remaining leased net rentable area of the Property. In determining whether the foregoing requirement has been satisfied, Buyer agrees not to object to (i) any non-material (as determined in Buyer’s reasonable judgment) qualifications or modifications which a tenant estoppel letters promptly upon full execution may make to the form of Tenant Estoppel Letter, or (ii) any modification to a Tenant Estoppel Letter necessary to conform it to the requirements of such tenant’s Lease, provided such modification is consistent with such tenant’s lease. Seller agrees to deliver copies of Tenant Estoppel Letters to Buyer prior to submission to tenants for Buyer’s review and comment. Buyer shall have five (5) business days following delivery of copies of the Tenant Estoppel Letters to provide suggested modifications for Seller’s consideration. Seller further agrees to deliver copies of executed Tenant Estoppel Letters within three (3) business days after receipt from tenants and will deliver originals thereof to Buyer at Closing. If Seller does not obtain a Tenant Estoppel Letter from a sufficient number of tenants to meet the Required Tenant Estoppel Percentage, then, unless Buyer waives the condition precedent, at Seller’s election, Seller may either (x) extend Closing pursuant to Section 2.4(a) of this Agreement in order to give Seller additional time to continue its good faith efforts to obtain a Tenant Estoppel Letter from a sufficient number of tenants to meet the tenants at Required Tenant Estoppel Percentage and/or (y) execute an estoppel certificate with respect to leases comprising up to ten percent (10%) of the Propertyleased net rentable area of the Property in order to satisfy the estoppel requirements hereof, provided in no event shall the Seller have the right to deliver any landlord estoppel letter for any Major Tenant. If on or before Seller elects to execute a Tenant Estoppel Letter for any portion of the leased net rentable area of the Property and thereafter receives and delivers to Buyer a Tenant Estoppel Deadline Buyer receives estoppel letters substantially in the form of EXHIBIT 9.3 covering the Required SpaceLetter for such respective tenant, then this condition Seller shall be deemed satisfied or waived, and the Closing shall occur as set forth herein. The term substantially in the form shall mean that the provisions regarding applicable rent, term and square footage occupied are completed as well as a statement (which may be qualified to the knowledge of the tenant) regarding tenant's defaults released from any liability under the applicable lease is included in such estoppel letterTenant Estoppel Letter executed by Seller. If on or before the Estoppel Deadline Buyer has not received such letters covering the Required Space, Buyer may so notify Seller, and upon the giving of such notice, the Deposit This provision shall be refunded and this Agreement shall terminate, and neither party shall be liable to the other for damages or otherwise except as otherwise expressly provided herein. If on or before the Estoppel Deadline Buyer has not given such notice to Seller, this condition shall be deemed satisfied and waived, and the Closing shall occur as set forth hereinsurvive Closing.

Tenant Estoppel Letters. BuyerIt is a condition precedent to Purchaser's obligation obligations to close hereunder Close that Seller shall be conditioned upon Buyer's receipthave delivered to Purchaser, no later than January 25, 1998 three ("3) days before the Closing Date (the “Estoppel Deadline") of completed ”), tenant estoppel lettersletters (“Tenant Estoppel Letters”) in the form of estoppel required under each Tenant Lease, or if no such form is required, substantially in the form attached hereto as EXHIBIT 9.3Exhibit F, from three tenants under Tenant Leases covering each of the four major grocery store tenant at each Property (each, a “Major Tenant”) and at least sixty-five percent (65%) of the remaining leased square footage of the Improvements with respect to the Shopping Centers in the aggregate. For purposes of the foregoing, a tenant shall not be considered to be leasing the Improvements if the term of its Tenant Lease is month-to-month or expires within six (6) months after the Closing Date. Each of the Tenant Estoppel Letters shall be substantially in form and substance of the Tenant Estoppel Letter delivered to the Tenant. A Tenant Estoppel Letter shall not fail to qualify as an acceptable Tenant Estoppel Letter if the applicable tenant (a) inserts "to tenant's knowledge" or "in all material respects" or other similar knowledge or materiality qualification to any of the statements contained in its Tenant Estoppel Letter (provided that any Tenant Estoppel Letter that contains a qualification to the amount of rent, the term of the lease or tenant allowances shall only qualify as an acceptable Tenant Estoppel Letter if Purchaser approves such qualification); (b) delivers an estoppel letter that does not contain any more information than that which the tenant is required to give under its Tenant Lease; or (c) inserts "approximately" or other similar qualification to the amount of square feet leased by the tenant. In no event will Seller be in default under this Agreement or have any liability to Purchaser if Seller is unable to obtain any of the Tenant Estoppel Letters. Purchaser and Seller shall coordinate the preparation and delivery of the Tenant Estoppel Letters promptly after the Effective Date. Seller shall submit the same to the tenants occupying space at and return executed Tenant Estoppel Letters to Purchaser via e-mail upon receipt thereof. If Purchaser has not received the Property but one required Tenant Estoppel Letters by the Estoppel Deadline, then Seller may, upon written notice to Purchaser, elect to extend the Estoppel Deadline and the Closing Date for up to an additional thirty (30) days, and, subject to Section 6(c), Closing shall occur on the date that is five (5) days after the delivery of such letters must the required Tenant Estoppel Letters. If Purchaser has not received the required Tenant Estoppel Letters by the Estoppel Deadline (as may be from Marlboro Square Liquors extended), then, in lieu of Tenant Estoppel Letters, Seller, in its sole and absolute discretion, may elect to deliver a Seller's certification for required tenants (other than for a Major Tenant) under Tenant Leases, certifying to the matters contained in the Tenant Estoppel Letters that have not been returned (the "Required Space"“Seller Certificates”). Seller shall direct its management company be released from any liability with respect to send tenant estoppel letters promptly a Seller Certificate upon full execution of this Agreement and to the tenants at extent of delivery to Purchaser of a Tenant Estoppel Letter executed by the Propertytenant for which Seller has delivered a Seller's Certificate. If Seller is unable, after utilizing commercially reasonable efforts, to obtain the required percentage of Tenant Estoppel Letters including any Seller Certificates on or before prior to the Estoppel Deadline Buyer receives estoppel letters substantially in the form of EXHIBIT 9.3 covering the Required Space(as may be extended), then Purchaser, as its sole and exclusive remedy, may either: (i) terminate this condition Agreement by written notice to Seller whereupon the Exxxxxx Money shall be deemed satisfied or waivedpromptly returned to Purchaser, and the Closing shall occur as set forth herein. The term substantially in parties will have no further rights or obligations under this Agreement, except for those rights or obligations that expressly survive termination; or (ii) waive the form shall mean that the provisions regarding applicable rent, term and square footage occupied are completed as well as a statement (which may be qualified to the knowledge requirement of the tenant) regarding tenant's defaults under Tenant Estoppel Letters and proceed to Closing without receiving any credit against or reduction of the applicable lease is included in such estoppel letter. If on or before the Estoppel Deadline Buyer has not received such letters covering the Required Space, Buyer may so notify Seller, and upon the giving of such notice, the Deposit shall be refunded and this Agreement shall terminate, and neither party shall be liable to the other for damages or otherwise except as otherwise expressly provided herein. If on or before the Estoppel Deadline Buyer has not given such notice to Seller, this condition shall be deemed satisfied and waived, and the Closing shall occur as set forth hereinSales Price.

Tenant Estoppel Letters. Buyer's obligation to close hereunder shall be conditioned upon Buyer's receipt, no No later than January 25the fifth (5th) day prior to the Closing Date, 1998 ("Estoppel Deadline") of completed tenant Seller shall have obtained estoppel letters, letters substantially in the form attached hereto as EXHIBIT 9.32.5(B) (or the form or content required by any particular Lease, if different) ("Tenant Estoppel Certificates"), from three the tenants which, in the aggregate, lease 80% of the four tenants occupying rentable space at then-currently leased and occupied in the Property but one in total, which Tenant Estoppel Certificates shall have been executed and delivered by the tenant in question without material modification therefrom. The required number of such letters must be from Marlboro Square Liquors (Tenant Estoppel Certificates, executed and delivered by the respective tenants in the manner required above, are referred to herein as the "Required Space"Estoppels." Notwithstanding anything to the contrary herein, in no event shall a Tenant Estoppel Certificate be deemed to be unacceptable by Purchaser as a result of a tenant's alternation, modification, or deletion of the second sentence of Paragraph 5 to Exhibit 2.5(b). Seller shall direct its management company prepare a Tenant Estoppel Certificate for each tenant and forward such draft estoppels to send Purchaser for approval not later than the end of the Inspection Period; Purchaser shall give Seller comments (by facsimile or email) on the draft estoppels within two business days of receipt or otherwise be deemed to have approved such drafts, which process shall be repeated with respect to any comments received by Seller in accordance with the foregoing. Following approval by Purchaser (such approved tenant estoppel letters estoppels being the "Tenant Estoppel Certificates"), Seller shall promptly upon full execution (following the expiration of this Agreement the Inspection Period) deliver the certificates to the tenants and use reasonable efforts to obtain an executed Tenant Estoppel Certificate from each tenant prior to Closing. Seller shall deliver each Tenant Estoppel Certificate (whether or not in compliance herewith) to Purchaser promptly following Seller's receipt thereof. If as of the fifth (5th) day prior to the Closing Date Seller has not obtained and furnished to Purchaser the Required Estoppels, (i) Seller or Purchaser (if Seller fails to elect) may elect to adjourn the Closing Date up to 10 days in order to allow more time to obtain the Required Estoppels, by giving notice to the other party at or prior to the Closing Date; or (ii) Seller may, either on the Closing Date or prior to the end of any such adjournment, elect to satisfy this condition by executing and delivering to Purchaser at the Property. If on or before Closing its own certificate ("Landlord Estoppel Certificates") with respect to the Estoppel Deadline Buyer receives estoppel letters substantially in the form remainder of EXHIBIT 9.3 covering the Required SpaceEstoppels. The Landlord Estoppel Certificate must contain a certification from Seller (i) identifying the Lease in question and all amendments and modifications thereto; (ii) stating that the landlord has fully performed all material obligations required to be performed by landlord under the Lease in question as of such date and is not in material default thereunder, then this condition (iii) stating that there is no unperformed tenant improvement work or unpaid tenant inducements that must be paid or performed prior to Closing. Seller shall be deemed satisfied or waivedto have represented and warranted each item of information contained in its Landlord Estoppel Certificates delivered to Purchaser, which representations and warranties shall survive for a period terminating on the earlier of (i) six months from the Closing shall occur as set forth herein. The term substantially in Date, or (ii) the form shall mean that date on which Purchaser has received an executed estoppel letter satisfying the provisions regarding applicable rent, term and square footage occupied are completed as well as criteria for a statement (which may be qualified to Required Estoppel signed by the knowledge of the tenant) regarding tenant's defaults tenant under the applicable lease is included in such estoppel letterrespective Lease. If on or before the Estoppel Deadline Buyer has not received such letters covering the Required Space, Buyer may so notify Seller, Seller and upon the giving of such notice, the Deposit shall be refunded Purchaser agree to cooperate with each other and this Agreement shall terminate, and neither party shall be liable to the other use good faith efforts for damages or otherwise except as otherwise expressly provided herein. If on or before the Estoppel Deadline Buyer has not given such notice up to Seller, this condition shall be deemed satisfied and waived, and six months after the Closing shall occur as set forth hereinto obtain any Required Estoppels for which Seller executed its own certificate at the Closing, with respect to Leases with terms extending past six months after the Closing.