Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable).
(b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Re...
Tenant Estoppels. Borrower shall exercise reasonable commercial efforts to deliver estoppel letters from Tenants occupying not less than eighty percent (80%) of the gross leasable area of the Property; provided, however, that, in the event that Borrower is unable to deliver some or all of the estoppels described above in this Section 3.1.11, Lender agrees that the requirement to deliver such letters to Lender shall be waived by Lender as a condition precedent to the closing of the Loan so long as Borrower delivers on or before the Closing Date, a certificate executed by Borrower with respect to all applicable leases which shall be in substantially the same form and contain the same terms as set forth in Lender's standard form of estoppel certificate. Borrower shall deliver to Lender an estoppel letter executed by Anchor Tenant in form reasonably acceptable to Lender.
Tenant Estoppels. Purchaser shall have received a tenant estoppel certificate (each, a “Tenant Estoppel Certificate” and collectively, the “Tenant Estoppel Certificates”) substantially in the form attached hereto as Exhibit C (or, if different, the form and content required under the applicable Lease) from (a) the following tenants (collectively, the “Major Tenants”): Pacific Union Financial, Xxxxx 000 xxx Xxxxx 000, Xxxxxxxxx Xxxxx, Suite 600, Xxxxxx Xxxxxx, Suite 700, The Planning Center, Xxxxx 0000, Xxxxxx, Aitkin & Xxxx, Suite 800 and ProMark Financial, Suite 920; and (b) such other tenants which, together with the Major Tenants, occupy at least seventy percent (70%) of the leased rentable square footage of the Property (“Required Estoppel Amount”); provided, however, if Purchaser has not notified Seller in writing of the failure of the conditions set forth in this Section 10.2.2 prior to 5:00 p.m. Pacific Time on that day that is five (5) business days prior to Closing, these conditions shall be deemed satisfied. Notwithstanding the foregoing, at Seller’s sole option, Seller may extend the Closing Date for up to an additional thirty (30) days in order to satisfy the foregoing requirement in which event Seller shall deliver notice of such extension to Purchaser not less than one (1) day prior to the then existing Closing Date. In order to be treated as a delivered Tenant Estoppel Certificate for purposes of this Section 10.2.2, the Tenant Estoppel Certificate delivered by a tenant shall be dated no earlier than the Effective Date. In no event shall Seller be obligated to deliver updates to any of the Tenant Estoppel Certificates. Seller will deliver Purchaser copies of the signed Tenant Estoppel Certificates promptly following Seller’s receipt and, if Purchaser fails to deliver a written objection notice to Seller within three (3) business days following the date of delivery, such signed Tenant Estoppel Certificates will be deemed approved by Purchaser. Purchaser acknowledges that the tenants may use their own form of Tenant Estoppel Certificate or may modify the form attached hereto and Purchaser agrees to accept such substitute or modified Tenant Estoppel Certificate as long as same is consistent with the applicable Lease. Seller shall not be in default for failure to deliver any required Tenant Estoppel Certificate, it being agreed that Purchaser’s sole remedy for such failure shall be to terminate this Agreement and receive an immediate refund of the Deposit from th...
Tenant Estoppels. Lender shall have received an executed tenant estoppel letter, which shall be in form and substance satisfactory to Lender, from each tenant of a Property.
Tenant Estoppels. FWRLP shall have received (A) a tenant estoppel letter in the form attached hereto as Exhibit F from, at a minimum, those tenants at the Property satisfying the requirements described on Exhibit F-1 attached hereto (or in such form as required by the Lender), confirming the information set forth in the Leases and Rent Schedule attached hereto as Exhibit B for such tenants and containing no material changes therefrom, and (B) any subordination and attornment agreements required by the Lender.
Tenant Estoppels. Lender shall have received an executed tenant estoppel letter, which shall be in form and substance satisfactory to Lender, from (a) each Anchor Tenant, (b) each Tenant paying base rent in an amount equal to or exceeding five percent (5%) of the Operating Income from the applicable Collateral Property occupied by such Tenant and (c) disregarding the area leased by those described in clauses (a) and (b), lessees of not less than seventy-five percent (75%) of the remaining gross leasable area of each Collateral Property.
Tenant Estoppels. Lender shall have received an executed tenant estoppel letter, which shall be in form and substance satisfactory to Lender, from (a) each tenant occupying ten percent (10%) of more of the gross leasable area of the Property, (b) each tenant leasing an entire building at the Property, (c) each tenant paying base rent in an amount equal to or exceeding five percent (5%) of the Gross Income from Operations from the Property occupied by such tenant and (d) including the area leased by those described in clauses (a), (b) and (c), lessees of not less than seventy-five percent (75%) of the gross leasable area of the Property.
Tenant Estoppels. Lender shall have received an executed tenant estoppel letter, which shall be in form and substance satisfactory to Lender, from each tenant under a Major Lease.
Tenant Estoppels. At any time and from time to time upon not less than ten Business Days’ notice by Landlord, Xxxxxx will execute, acknowledge and deliver to Landlord or any other party specified by Landlord a statement certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same as modified, is in full force and effect and stating the modifications) and the date to which each obligation constituting Base Rent and Additional Costs have been paid, stating whether or not to the knowledge of Tenant, Landlord is in default in performance of any covenant, agreement or condition contained in this Lease, and, if so, specifying each such default of which Tenant may have knowledge, and certifying as to any other matter with respect to this Lease as Landlord or such other addressee may reasonably request.
Tenant Estoppels. (a) With respect to each Property, Transferors shall, prior to Closing, use its reasonable good faith efforts to provide estoppels (collectively, “Estoppels”) to Investcorp, the applicable Property Owning Subsidiary and New Lender from (x) all of the Major Tenants, (y) Tenants leasing at least seventy percent (70%) of the space at such Property leased by tenants other than Major Tenants and (z) parties to reciprocal easement and similar agreements (collectively, “REA’s”) encumbering such Property. At Closing, Transferors will certify to Investcorp that Transferors are not, to Transferors’ knowledge, in default of any material obligations under any REA’s with respect to which an Estoppel to such effect has not been delivered. Such Estoppels shall be requested either (a) in substantially the form attached hereto as Exhibit L or (b) in the form required by the applicable Tenant’s Lease. Transferors shall from time to time as any material number thereof are received, deliver to Investcorp for its review any Estoppel which Transferors receive, in accordance with the terms and conditions of Section 9.3 hereof.
(b) An Estoppel shall be deemed acceptable for purposes of Section 2.1(g)(xi) hereof if such Estoppel is executed and returned by the applicable Tenant without material adverse deviation (each a “Material Adverse Deviation”) from the form provided pursuant to the preceding paragraph (a) or from the form required under such Tenant’s Lease. In the event that Transferors have received Estoppels executed by Tenants in the type and number satisfying the requirement in Section 4.2(a) as to the number and type of Estoppels, but such Estoppels contain one or more Material Adverse Deviations, and, consequently, the requirements of Section 2.1(g)(xi) are not satisfied, then Transferors shall, at Closing, deposit in escrow with the Title Company pursuant to an escrow agreement (the “Estoppel Cure Escrow Agreement”) substantially in the form annexed as Exhibit S, an amount (the “Estoppel Cure Deposit”) equal to the lesser of (i) $150,000 or (ii) the aggregate stated amount of such Material Adverse Deviations, as stated or claimed by Tenants, or if not so stated or claimed, as reasonably estimated by Investcorp. If the Material Adverse Deviation in an Estoppel (x) is fully covered by the Estoppel Cure Deposit (as the same may be increased pursuant to Section 4.2(c) below), then the applicable Estoppel shall be deemed acceptable for the purposes of Section 2.1(g)(xi) he...
