Common use of Tenant Estoppel Letters Clause in Contracts

Tenant Estoppel Letters. It shall be a condition to Purchaser’s obligation to close the transaction contemplated hereby that Purchaser receive (and Seller shall use reasonable efforts to obtain) tenant estoppel letters from tenants that lease no less than 70% of the rentable square footage of the Property which is then leased by tenants (the “Required Percentage”). 13.1 Such estoppel letters shall be dated not earlier than sixty (60) days prior to the Closing Date (provided that the date of any estoppel dated after July 31, 2005 shall be acceptable) and shall be substantially in the form and substance of the letter attached hereto and incorporated herein by reference as Exhibit E; provided, however, that if any tenant is required or permitted under the terms of its Lease to provide a different form of estoppel or to otherwise make different statements in a certification of such nature than are set forth on Exhibit E, then Purchaser shall accept any such alternate form provided that the information contained therein is consistent with the rent roll and no defaults are alleged by such tenants. The original estoppel letters shall be provided by Seller to Purchaser at Closing to the extent that originals are received by Seller, but copies thereof shall be delivered to Purchaser, upon receipt, prior to Closing. 13.2 In the event Seller does not obtain the Required Percentage of clean and unqualified estoppel letters on or prior to the Closing Date, Seller shall have the right, but not the obligation, exercisable in its sole discretion, to provide Purchaser with a certificate containing the requisite information, on or prior to the Closing Date, for tenants occupying, in the aggregate, no more than ten percent (10%) of the occupied square footage of the Property, and such Seller’s certificates shall apply against the Required Percentage. Seller’s liability under such Seller’s certificate(s) (i) shall expire and be of no further force and effect as of the date that Purchaser receives an estoppel certificate from such tenant with a representation which is not inconsistent with the Seller’s certificate, and (ii) shall be limited by Section 7. 13.3 Provided that Seller has used commercially reasonable efforts to obtain such tenant estoppel letters, the sole and exclusive remedy available to Purchaser under this Agreement, at law or in equity, if the required estoppel letters are not received by Purchaser ,or if any estoppel letter discloses an alleged material default on the part of either Seller or such tenant which does not independently constitute an express breach of any of Seller’s representations and warranties set forth in this Agreement, will be to either (i) terminate this Agreement and receive a return of the Deposit, or (ii) waive this condition to Purchaser’s obligation to close.

Tenant Estoppel Letters. It shall be a condition to Purchaser’s obligation to close the transaction contemplated hereby that Purchaser receive (and Seller shall use commercially reasonable efforts to obtain) tenant estoppel letters from tenants that lease no less than 70% of the rentable square footage of the Property which is then leased by tenants (the “Required Percentage”). 13.1 Such estoppel letters shall be dated not earlier than sixty (60) days prior to the Closing Date (provided that the date of any estoppel dated after July 31, 2005 shall be acceptable) and shall be substantially in the form and substance of the letter attached hereto and incorporated herein by reference as Exhibit E; provided, however, that if any tenant is required or permitted under the terms of its Lease to provide a different form of estoppel or to otherwise make different statements in a certification of such nature than are set forth on Exhibit E, then Purchaser shall accept any such alternate form provided that the information contained therein is consistent with the rent roll and no defaults are alleged by such tenants. The original estoppel letters shall be provided by Seller to Purchaser at Closing to the extent that originals are received by Seller, but copies thereof shall be delivered deliver to Purchaser, upon receipt, prior to Closing. 13.2 In the event Seller does not obtain the Required Percentage of clean and unqualified estoppel letters on or at least five days prior to the Closing Date, Seller 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 have be a condition precedent to Purchaser's obligation to purchase the right, but not Property as set forth in this Agreement (the obligation, exercisable in its sole discretion, to provide Purchaser with a certificate containing the requisite information, on or "Estoppel Condition") that: (i) at least three (3) Business Days prior to the Closing DateClosing, for Purchaser receive satisfactory Estoppel Letters from each of the following tenants occupyingunder 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, no more than ten percent (10%) aggregate occupy 85% of the occupied square footage of aggregate leased rentable space in the Property, and such Seller’s certificates shall apply against the Required Percentage. Seller’s liability under such Seller’s certificate(s) (i) shall expire and be of no further force and effect as of the date that Purchaser receives an estoppel certificate from such tenant with a representation which is not inconsistent with the Seller’s certificate, 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 limited by Section 7. 13.3 Provided that deemed satisfactory to Purchaser. No later than five (5) Business Days after the Effective Date, Seller has used commercially reasonable efforts to obtain such tenant estoppel letters, the sole and exclusive remedy available will deliver to Purchaser under this Agreementcompleted forms of Estoppel Letters, at law in the form attached hereto as Exhibit 4.4 or for any tenant in equitythe form prescribed by its Lease and containing the information contemplated thereby, if the required estoppel letters are not received by for all tenants. Within five (5) Business Days following Purchaser's receipt thereof, Purchaser ,or if any estoppel letter discloses an alleged material default on the part of either will send to Seller or such tenant which does not independently constitute an express breach of any of Seller’s representations and warranties set forth in this Agreement, will be to notice either (i) terminate this Agreement and receive a return of the Deposit, 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 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 form prescribed by any tenant's Lease. An Estoppel Letter shall be deemed satisfactory for purposes of satisfying the 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 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 address any material objections received from tenants to the Estoppel Letters. To the extent there are any guarantors of the obligations of any tenants under Leases, an Estoppel Letter shall not be deemed received with respect to such tenants unless the guarantor thereunder reaffirms in writing its obligations under the applicable guaranty and acknowledges that the guaranty remain in full force and effect. Seller's failure to satisfy the Estoppel 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 event of such failure, Purchaser's sole remedy shall be either to: (a) terminate this Agreement, in which event the Deposit shall be returned to Purchaser or (b) waive this condition to Purchaser’s obligation to closethe Estoppel Condition and proceed with the Closing.

Tenant Estoppel Letters. It Seller shall be use good faith efforts (but without obligation to incur any unreasonable cost or expense) to obtain and deliver to Buyer prior to Closing, a Tenant Estoppel Letter dated no more than forty-five (45) days prior to Closing and made a part hereof signed by each tenant occupying space in the Property. Seller shall obtain and deliver to Buyer prior to Closing, as a condition precedent to PurchaserBuyer’s obligation to close the transaction contemplated hereby that Purchaser receive proceed to Closing, a Tenant Estoppel Letter (i) from each Major Tenant and Seller shall use reasonable efforts to obtain(ii) tenant estoppel letters from other tenants that lease no less than 70% of the rentable square footage of the Property Existing Leases which is then leased by tenants cover seventy-five percent (75%) (the “Required Tenant Estoppel Percentage”). 13.1 Such estoppel letters shall be dated ) of the remaining leased net rentable area of the Property. In determining whether the foregoing requirement has been satisfied, Buyer agrees not earlier than sixty to object to (60i) days prior any non-material (as determined in Buyer’s reasonable judgment) qualifications or modifications which a tenant may make to the Closing Date (provided that the date of any estoppel dated after July 31, 2005 shall be acceptable) and shall be substantially in the form and substance of the letter attached hereto and incorporated herein by reference as Exhibit E; provided, however, that if any tenant is required or permitted under the terms of its Lease to provide a different form of estoppel Tenant Estoppel Letter, or (ii) any modification to otherwise make different statements in a certification Tenant Estoppel Letter necessary to conform it to the requirements of such nature than are set forth on Exhibit Etenant’s Lease, then Purchaser shall accept any provided such alternate form provided that the information contained therein modification is consistent with the rent roll and no defaults are alleged by such tenantstenant’s lease. The original estoppel letters shall be provided by Seller agrees to Purchaser at Closing deliver copies of Tenant Estoppel Letters to the extent that originals are received by Seller, but copies thereof shall be delivered to Purchaser, upon receipt, 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. 13.2 In the event . If Seller does not obtain a Tenant Estoppel Letter from a sufficient number of tenants to meet the Required Percentage of clean and unqualified estoppel letters on or prior to Tenant Estoppel Percentage, then, unless Buyer waives the Closing Datecondition precedent, at Seller’s election, Seller shall have 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 right, but not the obligation, exercisable in its sole discretion, Required Tenant Estoppel Percentage and/or (y) execute an estoppel certificate with respect to provide Purchaser with a certificate containing the requisite information, on or prior leases comprising up to the Closing Date, for tenants occupying, in the aggregate, no more than ten percent (10%) of the occupied square footage leased net rentable area of the PropertyProperty 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 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 Letter for such Seller’s certificates respective tenant, Seller shall apply against the Required Percentage. Seller’s be released from any liability under such the Tenant Estoppel Letter executed by Seller’s certificate(s) (i) . This provision shall expire and be of no further force and effect as of the date that Purchaser receives an estoppel certificate from such tenant with a representation which is not inconsistent with the Seller’s certificate, and (ii) shall be limited by Section 7survive Closing. 13.3 Provided that Seller has used commercially reasonable efforts to obtain such tenant estoppel letters, the sole and exclusive remedy available to Purchaser under this Agreement, at law or in equity, if the required estoppel letters are not received by Purchaser ,or if any estoppel letter discloses an alleged material default on the part of either Seller or such tenant which does not independently constitute an express breach of any of Seller’s representations and warranties set forth in this Agreement, will be to either (i) terminate this Agreement and receive a return of the Deposit, or (ii) waive this condition to Purchaser’s obligation to close.

Tenant Estoppel Letters. It shall be a condition to Purchaser’s obligation to close No later than the transaction contemplated hereby that Purchaser receive fifth (and Seller shall use reasonable efforts to obtain5th) tenant estoppel letters from tenants that lease no less than 70% of the rentable square footage of the Property which is then leased by tenants (the “Required Percentage”). 13.1 Such estoppel letters shall be dated not earlier than sixty (60) days prior to the Closing Date (provided that the date of any estoppel dated after July 31, 2005 shall be acceptable) and shall be substantially in the form and substance of the letter attached hereto and incorporated herein by reference as Exhibit E; provided, however, that if any tenant is required or permitted under the terms of its Lease to provide a different form of estoppel or to otherwise make different statements in a certification of such nature than are set forth on Exhibit E, then Purchaser shall accept any such alternate form provided that the information contained therein is consistent with the rent roll and no defaults are alleged by such tenants. The original estoppel letters shall be provided by Seller to Purchaser at Closing to the extent that originals are received by Seller, but copies thereof shall be delivered to Purchaser, upon receipt, prior to Closing. 13.2 In the event Seller does not obtain the Required Percentage of clean and unqualified estoppel letters on or day prior to the Closing Date, Seller shall have obtained estoppel letters substantially in the rightform attached hereto as EXHIBIT 2.5(B) (or the form or content required by any particular Lease, but if different) ("Tenant Estoppel Certificates"), from the tenants which, in the aggregate, lease 80% of the rentable space then-currently leased and occupied in the Property 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 Tenant Estoppel Certificates, executed and delivered by the respective tenants in the manner required above, are referred to herein as the "Required 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 prepare a Tenant Estoppel Certificate for each tenant and forward such draft estoppels to Purchaser for approval not later than the obligationend 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, exercisable which process shall be repeated with respect to any comments received by Seller in its sole discretionaccordance with the foregoing. Following approval by Purchaser (such approved tenant estoppels being the "Tenant Estoppel Certificates"), Seller shall promptly (following the expiration of the Inspection Period) deliver the certificates to provide 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 with a certificate containing promptly following Seller's receipt thereof. If as of the requisite informationfifth (5th) day prior to the Closing Date Seller has not obtained and furnished to Purchaser the Required Estoppels, on (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, for tenants occupyingeither on the Closing Date or prior to the end of any such adjournment, in elect to satisfy this condition by executing and delivering to Purchaser at the aggregate, no more than ten percent Closing its own certificate (10%"Landlord Estoppel Certificates") with respect to the remainder of the occupied square footage of the Property, and such Seller’s certificates shall apply against the Required PercentageEstoppels. Seller’s liability under such Seller’s certificate(s) The Landlord Estoppel Certificate must contain a certification from Seller (i) shall expire identifying the Lease in question and be of no further force all amendments and effect as of the date that Purchaser receives an estoppel certificate from such tenant with a representation which is not inconsistent with the Seller’s certificate, 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, (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 limited by Section 7. 13.3 Provided that Seller has used commercially reasonable efforts deemed to obtain such tenant estoppel lettershave represented and warranted each item of information contained in its Landlord Estoppel Certificates delivered to Purchaser, the sole and exclusive remedy available to Purchaser under this Agreement, at law or in equity, if the required estoppel letters are not received by Purchaser ,or if any estoppel letter discloses an alleged material default on the part of either Seller or such tenant which does not independently constitute an express breach of any of Seller’s representations and warranties set forth in this Agreement, will be to either shall survive for a period terminating on the earlier of (i) terminate this Agreement and receive a return of six months from the DepositClosing Date, or (ii) waive this condition the date on which Purchaser has received an executed estoppel letter satisfying the criteria for a Required Estoppel signed by the tenant under the respective Lease. Seller and Purchaser agree to Purchaser’s obligation cooperate with each other and to closeuse good faith efforts for up to six months after the Closing to 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.

Tenant Estoppel Letters. It shall be a condition to Purchaser’s obligation to close the transaction contemplated hereby that Purchaser receive Executed estoppel letters, without material exceptions, qualifications or modifications, from (and Seller shall use reasonable efforts to obtaina) tenant estoppel letters from each of those tenants that lease no less than 70% of the rentable square footage of the Property which is then leased by tenants (the “Required Percentage”). 13.1 Such estoppel letters shall be dated not earlier than sixty (60) days prior to the Closing Date (provided that the date of any estoppel dated after July 31, 2005 shall be acceptable) and shall be substantially in the form and substance of the letter identified on Exhibit M-1 attached hereto and incorporated herein by this reference as Exhibit E; provided"Anchor Tenants" and "10,000 SF + Tenants" (collectively, howeverthe "Major Tenants"), that if any tenant is required or permitted and (b) other tenants collectively occupying no less than seventy-five percent (75%) of the area leased under the terms of its Lease to provide a different form of estoppel or to otherwise make different statements in a certification Leases (excluding the area leased under the Leases with the Major Tenants) (the "Other Tenants"). All of such nature than are set forth on Exhibit E, then Purchaser shall accept any such alternate form provided that the information contained therein is consistent with the rent roll and no defaults are alleged by such tenants. The original estoppel letters shall be provided dated no earlier than the date of this Agreement. Seller shall request from tenants estoppel letters in the form approved by Seller Buyer and set forth in Exhibit M-2 attached hereto and incorporated herein, but it is expressly understood that notwithstanding the contents of Exhibit M-2, the requirements of this paragraph will be satisfied by any estoppel letter substantially in the form which such Major Tenant or Other Tenant is required to Purchaser at Closing provide pursuant to the extent that originals are received by Seller, but copies thereof shall be delivered to Purchaser, upon receipt, prior to Closing. 13.2 terms of such Major Tenant's or Other Tenant's Lease. In the event Seller does cannot for any reason obtain the Required Percentage of clean and unqualified a tenant estoppel letters on or prior to the Closing Dateletter from a 10,000 SF + Tenant, Seller shall have the right, but not the obligation, exercisable in its sole discretion, deliver to provide Purchaser with Buyer a certificate containing the requisite information, on or prior to the Closing Date, for tenants occupying, Seller's (landlord) estoppel letter in the aggregate, no more than ten percent (10%) form of the occupied square footage of the Property, Exhibit M-3 attached hereto and such Seller’s certificates shall apply against the Required Percentageincorporated herein by this reference. Seller’s 's liability under such Seller’s certificate(s) (i) 's estoppel letters shall expire and be of no further force and or effect with respect to any claims first made after the expiration of one (1) year following the Closing Date; provided, however, that if Seller shall obtain a consistent estoppel certificate addressed to Buyer from any such tenant after delivery of such Seller's estoppel letter with respect to such tenant, Seller's (landlord) estoppel letter shall, as of the date that Purchaser receives of such tenant's estoppel letter, be without further force or effect. Seller shall deliver to Buyer copies of all estoppel letters (and all written responses to any such requested estoppel letter) promptly upon receipt thereof by Seller (regardless of whether received before or after Closing and whether needed to satisfy the 75% and other requirements above). Seller shall use its best efforts (without having to file a lawsuit) to obtain estoppel letters from all tenants as soon as possible after the date hereof. For purposes hereof, an exception, qualification or modification in an estoppel certificate from such tenant with a representation which is not inconsistent with the Seller’s certificate, and (ii) letter shall be limited by Section 7. 13.3 Provided that Seller has used commercially reasonable efforts to obtain such tenant estoppel letters, the sole and exclusive remedy available to Purchaser under this Agreement, at law or in equity, if the required estoppel letters are not received by Purchaser ,or if any estoppel letter discloses an alleged material default on the part of either Seller or such tenant which does not independently constitute an express breach of any of Seller’s representations and warranties set forth in this Agreement, will be to either deemed "material" only if: (i) terminate this Agreement and receive a return Buyer is not "deemed to know" the matter described by such exception, qualification or modification prior to the end of the Deposit, Due Diligence Period; or (ii) waive this such exception, qualification or modification (a) disputes the enforceability of the Lease, (b) asserts a default or breach by the landlord under the Lease, or (c) asserts a term or condition not contained in the copy of the Lease delivered to Purchaser’s obligation to closeBuyer, which condition materially and adversely affects the economic terms of the Lease.

Tenant Estoppel Letters. It Seller shall be 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 condition to Purchaser’s Major Tenant's standard estoppel certificate. Buyer's obligation to close shall be subject to (1) receipt of such Estoppel Letters and (2) said Estoppel Letters being consistent with the transaction contemplated hereby that Purchaser receive (terms and Seller shall use reasonable efforts to obtain) tenant estoppel letters from tenants that lease no less than 70% conditions of the rentable square footage Leases of the Property which is then leased by tenants. For all other tenants (the “Required Percentage”hereinafter "Other Tenants"). 13.1 Such estoppel letters shall be dated not earlier than sixty (60) days prior , Seller will make diligent effort to the Closing Date (provided that the date of any estoppel dated after July 31, 2005 shall be acceptable) and shall be substantially in the form and substance obtain Estoppel Certificates from each of the letter attached hereto and incorporated herein by reference as Exhibit E; providedOther Tenants, however, that if any tenant is required or permitted under Seller cannot deliver estoppel certificates for each of the terms of its Lease Other Tenants by October 17, 1997, Buyer and Seller may further attempt to provide a different form of estoppel or to otherwise make different statements in a certification of jointly obtain such nature than are set forth on Exhibit E, then Purchaser shall accept any such alternate form provided that the information contained therein is consistent with the rent roll and no defaults are alleged by Estoppel Certificates from such tenants. The original estoppel letters shall be If Buyer and Seller are unsuccessful in obtaining Estoppel Certificates for each of the Other Tenants, Seller may provide a certificate in a form satisfactory 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 known as ALOF Auto Tag, Dollar Store, Xxxxx Xxxxx, H & R Block, Kleen Coin Laundry and Postal Depot Plus. If Estoppel Certificates are not provided by Seller to Purchaser at Closing to the extent that originals are received by SellerOther Tenants in excess of 3,600 square feet combined, but copies thereof shall be delivered to Purchaser, upon receipt, prior to Closing. 13.2 In the event Seller does not obtain the Required Percentage of clean and unqualified estoppel letters on or prior to the Closing Date, Seller shall have the right, but not the obligation, exercisable in its sole discretion, to provide Purchaser with Buyer may either accept a certificate containing from the requisite information, on Seller or prior to the Closing Date, for tenants occupying, in the aggregate, no more than ten percent (10%) of the occupied square footage of the Property, and such Seller’s certificates shall apply against the Required Percentage. Seller’s liability under such Seller’s certificate(s) (i) shall expire and be of no further force and effect as of the date that Purchaser receives an estoppel certificate from such tenant with a representation which is not inconsistent with the Seller’s certificate, and (ii) shall be limited by Section 7. 13.3 Provided that Seller has used commercially reasonable efforts to obtain such tenant estoppel letters, the sole and exclusive remedy available to Purchaser under terminate this Agreement, at law or in equitywhich case, if the required estoppel letters are not received by Purchaser ,or if any estoppel letter discloses an alleged material default on the part of either Seller or such tenant which does not independently constitute an express breach of any of Seller’s representations Buyer shall be refunded its deposit and warranties set forth in this Agreement, will be to either (i) terminate this Agreement shall be null and receive a return of the Deposit, or (ii) waive this condition to Purchaser’s obligation to closevoid.

Tenant Estoppel Letters. It shall be a condition to Purchaser’s Buyer's obligation to close hereunder shall be conditioned upon Buyer's receipt and reasonable approval, no later than 5 o'clock P.M., Boston time, on January 22, 1999 of completed tenant estoppel letters, in the transaction contemplated hereby that Purchaser receive form attached hereto as EXHIBIT 9.3A, from tenants of at least seventy-five (75%) per cent of the rented space at the Property. The "Estoppel Deadline" and the "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 use reasonable efforts direct its management company to obtainsend tenant estoppel letters to all tenants at the Property. 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 a Seller's estoppel certificate, substantially in the form of EXHIBIT 9.3B, for tenants of at least ten (10%) per cent of the rented space at the Property such that Buyer will have completed tenant estoppel letters from tenants that lease no less than 70% of at least eighty-five (85%) per cent of the rentable square footage of rented space at the Property which is then leased by tenants (the “Required Percentage”). 13.1 Such estoppel letters shall be dated not earlier than sixty (60) days prior to the Closing Date (provided that the date of any estoppel dated after July 31, 2005 shall be acceptable) and shall be substantially in the form and substance of the letter attached hereto and incorporated herein by reference as Exhibit E; provided, however, that if any tenant is required or permitted under the terms of its Lease to provide a different form of estoppel or to otherwise make different statements in a certification of such nature than are set forth on Exhibit E, then Purchaser shall accept any such alternate form provided that the information contained therein is consistent with the rent roll and no defaults are alleged by such tenantsProperty. The original estoppel letters shall be provided by Seller to Purchaser at Closing to the extent that originals are received by Seller, but copies thereof shall be delivered to Purchaser, upon receipt, prior to Closing. 13.2 In the event Seller does not obtain that the Required Percentage of clean and unqualified estoppel letters on or prior Tenant Estoppel Letters are unacceptable to the Closing DateBuyer's lender, Seller shall have the right, but not the obligation, exercisable in its sole discretion, to provide Purchaser with a certificate containing the requisite information, on or prior to the Closing Date, for tenants occupying, in the aggregate, no more than ten percent (10%) of the occupied square footage of the Property, and such Seller’s certificates shall apply against the Required Percentage. Seller’s liability under such Seller’s certificate(s) (i) shall expire and be of no further force and effect as of the date that Purchaser receives an estoppel certificate from such tenant with a representation which is not inconsistent with the Seller’s certificate, and (ii) shall be limited by Section 7. 13.3 Provided that Seller has used commercially 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 estoppel lettersrevisions 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 sole right to approve material tenant revisions or modifications, such as changes or/and exclusive remedy available 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 Purchaser under this Agreement, at law or in equity, if the required estoppel letters are not received by Purchaser ,or if any estoppel letter discloses an alleged material default on the part of either Seller or such tenant which approve same. If Buyer does not independently constitute an express breach disapprove the Tenant Estoppel Letters or the Tenant Update Estoppel Certificate within three (3) business days after receipt, then Buyer shall be deemed to have approved same upon the expiration of any of Seller’s representations and warranties set forth in this Agreement, will be to either said three (i3) terminate this Agreement and receive a return of the Deposit, or (ii) waive this condition to Purchaser’s obligation to closebusiness days.