Common use of Tenant Estoppel Letters Clause in Contracts

Tenant Estoppel Letters. Seller shall have obtained estoppel letters in the form required by the particular Leases, from tenants which, in the aggregate, generate 90% of the monthly Base Rent under the current Leases of the Property, including each of the tenants under leases for 5,000 or more square feet each (“Major Tenants”). The estoppel letters shall be on the form attached as Exhibit H hereto and incorporated herein by this reference; provided, however, that in the event any Leases permit a tenant to provide an estoppel letter on a specified form, or to the extent the Purchaser’s lender or a national chain tenant utilizes its own form of estoppel letter, should said tenant(s) execute that form of estoppel letter rather than the form in Exhibit H, Purchaser shall accept that form. The Estoppel Letters shall be delivered to Purchaser at least three (3) business days prior to the Closing Date. If on the Closing Date Seller has obtained estoppel letters from tenants which generate less than 90% of such Base Rent, Seller may satisfy this condition by executing and delivering to Purchaser at the Closing its own certificate in the form attached as Exhibit H with respect to space leased to tenants who have not delivered estoppel letters and which will cause the space covered by estoppel letters and Seller’s certificates to equal or exceed this 90% requirement, provided that such Seller’s certificates shall not be permitted for any Major Tenant or for more than 5% of the monthly aggregate Base Rent under the current Leases of the Property. Seller shall be deemed to have represented and warranted each item of information contained in its certificate delivered to Purchaser as to each of those Leases, which representations and warranties shall survive for a period terminating on the earlier of (i) 9 months from the Closing Date; or (ii) the date on which Purchaser has received an executed estoppel letter signed by the tenant under the Lease in question confirming such item of information. If Seller has not obtained estoppel letters from such tenants by the Closing Date, Seller may, in lieu of giving its own certificates, adjourn the Closing Date for up to 45 days to allow it additional time to satisfy this requirement (but without waiving the right to deliver its own certificates at the end of the adjournment period), by written notice to Purchaser delivered at or prior to the Closing Date, which regardless of the aforementioned shall be no later than December 31, 2015. Purchaser shall have two (2) business days following its receipt of the last of the required estoppel letters and Seller’s certificates to review and either approve or disapprove all of the same. Purchaser’s failure to notify Seller in writing of its disapproval of any estoppel letters or certificates, together with the reasons for any disapproval, within such five (5) business day period shall be deemed Purchaser’s approval thereof. Purchaser may only disapprove any estoppel letters or Seller’s certificates in the event they contain information inconsistent with the Rent Roll and/or Leases provided to Purchaser by Seller and/or in the event they disclose a breach of the Lease by either the landlord or the tenant or in the event they contain any adverse matters or claims or contain matters inconsistent with Seller’s representations in this Agreement. In the event that Purchaser fails to approve the estoppel letters or Seller certificates or Seller is unable to deliver the estoppel letters required herein or its own certificates in lieu thereof, Purchaser may either (i) terminate this Agreement, in which case the Deposit shall be returned to Purchaser, or (ii) Purchaser may waive this condition precedent and proceed to Closing, which election shall be stated in Purchaser’s notification. Seller and Xxxxxxxxx agree to cooperate with each other and to use good faith efforts for up to three months after the Closing to obtain any tenant estoppel letters missing at the Closing.

Tenant Estoppel Letters. Seller shall have obtained estoppel letters substantially in the form required (and a qualification such as to a tenant’s actual knowledge shall be acceptable) attached hereto as Exhibit C from the following tenants: Alstom Power, Inc. and Tetra Tech, Inc. Seller shall provide copies of the estoppel letters (with the information inserted by Seller) to Purchaser prior to their delivery to the particular Leasestenants, and Purchaser shall have two business days after they are delivered to suggest any changes to the estoppel letters. Seller agrees to use reasonable efforts to obtain estoppel letters from all tenants which, which occupy space in the aggregate, generate 90% of the monthly Base Rent under the current Leases of the Property, including each of the tenants under leases for 5,000 or more square feet each (“Major Tenants”). The estoppel letters shall be on the form attached as Exhibit H hereto and incorporated herein buildings by this reference; provided, however, that in the event any Leases permit a tenant to provide an estoppel letter on a specified form, or to the extent the Purchaser’s lender or a national chain tenant utilizes its own form of estoppel letter, should said tenant(s) execute that form of estoppel letter rather than the form in Exhibit H, Purchaser shall accept that form. The Estoppel Letters shall be delivered to Purchaser at least three (3) business days prior to the Closing DateClosing, and shall deliver copies of the signed estoppel letters to Purchaser within two business days after they are received by Seller. If on the Closing Date Seller has not obtained estoppel letters from tenants which generate less than 90% of all such Base Renttenants, Seller may satisfy this condition by executing elect, subject to its right to extend the Closing as provided below, to execute and delivering deliver to Purchaser at the Closing its own certificate in the form attached as Exhibit H D with respect to space leased to tenants who have not delivered estoppel letters and which will cause the space covered by estoppel letters and Seller’s certificates to equal or exceed this 90% requirement, provided that such Seller’s certificates shall not be permitted for any Major Tenant or for more than 5% of the monthly aggregate Base Rent under the current Leases of the Propertyletters. Seller shall be deemed to have represented and warranted that to the actual knowledge of the Employees (as defined in Section 2.5d(iii)) each item of information contained in its certificate delivered to Purchaser as to each of those LeasesLeases is accurate, which representations and warranties shall survive for a period terminating on the earlier of (i) 9 months one year from the Closing Date; Date or (ii) the date on which Purchaser has received an executed estoppel letter signed by the tenant under the Lease Leases in question confirming such item of information. If Seller has not obtained estoppel letters from all such tenants by the Closing Date, Seller may, in lieu of giving its own certificates, may adjourn the Closing Date for up to 45 30 days to allow it additional time to satisfy this requirement (but without waiving the right to deliver its own certificates at the end of the adjournment period), by giving written notice to Purchaser which is delivered at or least two days prior to the scheduled Closing Date, which regardless of the aforementioned shall be no later than December 31, 2015. Purchaser shall have two (2) business days following its receipt of the last of the required estoppel letters and Seller’s certificates to review and either approve or disapprove all of the same. Purchaser’s failure to notify Seller in writing of its disapproval of any estoppel letters or certificates, together with the reasons for any disapproval, within such five (5) business day period shall be deemed Purchaser’s approval thereof. Purchaser may only disapprove any estoppel letters or Seller’s certificates in the event they contain information inconsistent with the Rent Roll and/or Leases provided to Purchaser by Seller and/or in the event they disclose a breach of the Lease by either the landlord or the tenant or in the event they contain any adverse matters or claims or contain matters inconsistent with Seller’s representations in this Agreement. In the event that Purchaser fails to approve the estoppel letters or Seller certificates or Seller is unable to deliver the estoppel letters required herein or its own certificates in lieu thereof, Purchaser may either (i) terminate this Agreement, in which case the Deposit shall be returned to Purchaser, or (ii) Purchaser may waive this condition precedent and proceed to Closing, which election shall be stated in Purchaser’s notification. Seller and Xxxxxxxxx Purchaser agree to cooperate with each other and to use good faith efforts for up to three months after the Closing to obtain any tenant estoppel letters missing which have not been obtained by the Closing with respect to Leases which will still be in effect for at least six months after the Closing.

Tenant Estoppel Letters. It is a condition precedent to Purchaser's obligations to Close that Seller shall have obtained delivered to Purchaser, no later than three (3) days before the Closing Date (the “Estoppel Deadline”), tenant estoppel letters (“Tenant Estoppel Letters”) in the form of estoppel required by under each Tenant Lease, or if no such form is required, substantially in the particular Leasesform attached hereto as Exhibit F, from tenants whichunder Tenant Leases covering each of the 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, generate 90% . For purposes of the monthly Base Rent under foregoing, a tenant shall not be considered to be leasing the current Leases 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 Property, including each of the tenants under leases for 5,000 or more square feet each (“Major Tenants”). The estoppel letters shall be on the form attached as Exhibit H hereto and incorporated herein by this reference; provided, however, that in the event any Leases permit a tenant to provide an estoppel letter on a specified form, or to the extent the Purchaser’s lender or a national chain tenant utilizes its own form of estoppel letter, should said tenant(s) execute that form of estoppel letter rather than the form in Exhibit H, Purchaser shall accept that form. The Tenant Estoppel Letters shall be substantially in form and substance of the Tenant Estoppel Letter delivered to Purchaser at least three the Tenant. A Tenant Estoppel Letter shall not fail to qualify as an acceptable Tenant Estoppel Letter if the applicable tenant (3a) business days prior 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 Closing Dateamount 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. If on the Closing Date In no event will Seller has obtained estoppel letters from tenants which generate less than 90% of such Base Rent, Seller may satisfy be in default under this condition by executing and delivering Agreement or have any liability to Purchaser at the Closing its own certificate in the form attached as Exhibit H with respect if Seller is unable to space leased to tenants who have not delivered estoppel letters and which will cause the space covered by estoppel letters and Seller’s certificates to equal or exceed this 90% requirement, provided that such Seller’s certificates shall not be permitted for obtain any Major Tenant or for more than 5% of the monthly aggregate Base Rent under Tenant Estoppel Letters. Purchaser and Seller shall coordinate the current Leases preparation and delivery of the PropertyTenant Estoppel Letters promptly after the Effective Date. Seller shall be deemed submit the same to have represented the tenants and warranted each item of information contained in its certificate delivered return executed Tenant Estoppel Letters to Purchaser as to each of those Leases, which representations and warranties shall survive for a period terminating on the earlier of (i) 9 months from the Closing Date; or (ii) the date on which via e-mail upon receipt thereof. If Purchaser has not received an executed estoppel letter signed the required Tenant Estoppel Letters by the tenant under the Lease in question confirming such item of information. If Seller has not obtained estoppel letters from such tenants by the Closing DateEstoppel Deadline, then Seller may, in lieu of giving its own certificatesupon written notice to Purchaser, adjourn elect to extend the Estoppel Deadline and the Closing Date for up to 45 an additional thirty (30) days, and, subject to Section 6(c), Closing shall occur on the date that is five (5) days to allow it additional time to satisfy this requirement after the delivery of the required Tenant Estoppel Letters. If Purchaser has not received the required Tenant Estoppel Letters by the Estoppel Deadline (but without waiving the right as may be extended), then, in lieu of Tenant Estoppel Letters, Seller, in its sole and absolute discretion, may elect to deliver its own certificates at a Seller's certification for required tenants (other than for a Major Tenant) under Tenant Leases, certifying to the end matters contained in the Tenant Estoppel Letters that have not been returned (the “Seller Certificates”). Seller shall be released from any liability with respect to a Seller Certificate upon and to the extent of the adjournment period), by written notice delivery to Purchaser of a Tenant Estoppel Letter executed by the tenant for which Seller has delivered at 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 prior to the Closing DateEstoppel Deadline (as may be extended), which regardless of the aforementioned shall be no later than December 31then Purchaser, 2015. Purchaser shall have two (2) business days following as its receipt of the last of the required estoppel letters sole and Seller’s certificates to review and either approve or disapprove all of the same. Purchaser’s failure to notify Seller in writing of its disapproval of any estoppel letters or certificatesexclusive remedy, together with the reasons for any disapproval, within such five (5) business day period shall be deemed Purchaser’s approval thereof. Purchaser may only disapprove any estoppel letters or Seller’s certificates in the event they contain information inconsistent with the Rent Roll and/or Leases provided to Purchaser by Seller and/or in the event they disclose a breach of the Lease by either the landlord or the tenant or in the event they contain any adverse matters or claims or contain matters inconsistent with Seller’s representations in this Agreement. In the event that Purchaser fails to approve the estoppel letters or Seller certificates or Seller is unable to deliver the estoppel letters required herein or its own certificates in lieu thereof, Purchaser may either either: (i) terminate this Agreement, in which case Agreement by written notice to Seller whereupon the Deposit Exxxxxx Money shall be promptly returned to Purchaser, and the parties will have no further rights or obligations under this Agreement, except for those rights or obligations that expressly survive termination; or (ii) Purchaser may waive this condition precedent the requirement of the Tenant Estoppel Letters and proceed to Closing, which election shall be stated in Purchaser’s notification. Seller and Xxxxxxxxx agree to cooperate with each other and to use good faith efforts for up to three months after Closing without receiving any credit against or reduction of the Closing to obtain any tenant estoppel letters missing at the ClosingSales Price.