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 CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. 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 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 CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. 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 CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. 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.