Common use of Tenant Estoppels and SNDAs Clause in Contracts

Tenant Estoppels and SNDAs. Purchaser shall have received a Tenant estoppel certificate substantially in the form attached hereto as Exhibit C (or, if different, the form and content required under the applicable Lease) from (a) Xxxxxx, Inc., Xxxxxxxxx Supply, Inc., YoCream International, Inc., Best Manufacturers, and Portland Adventist (the “Major Tenants”) and (b) such other tenants who, together with the Major Tenants, occupy at least eighty percent (80%) 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. Eastern time on that day that is three (3) 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 two (2) business days prior to the then existing Closing Date. In no event shall Seller be obligated to deliver updates to any of the tenant estoppel certificates, unless the tenant estoppel certificate is dated more than thirty (30) days before the Closing Date. Seller will deliver Purchaser copies of the signed tenant estoppels 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 estoppels will be deemed approved by Purchaser. Purchaser acknowledges that the tenants may use a form of tenant estoppel certificate attached to their Lease or may modify the form attached hereto, and Purchaser agrees not to unreasonably withhold approval of such substitute or modified tenant estoppel certificate as long as same complies with the estoppel requirements in 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 a refund of the Deposit. In addition, Seller shall use reasonable efforts to obtain and deliver to Purchaser promptly after receipt, a written estoppel certificate from any owners’ association governing any of the Property or any party under a reciprocal easement agreement affecting the Property in substantially the form delivered by Purchaser to Seller during the Feasibility Period. The signed certificates from such owners’ associations (or other entity) are collectively referred to herein as the “Other Estoppels.” Seller will deliver copies of the signed Other Estoppels to Purchaser promptly following receipt. Purchaser agrees that neither Seller nor its property manager shall be required to incur any expense or liability nor shall Seller have any obligation to declare a default or otherwise threaten or pursue any remedy for the failure of any association (or other entity) to deliver any Other Estoppel. Purchaser acknowledges and agrees that, notwithstanding anything herein to the contrary, the execution or delivery of any Other Estoppel shall not be a condition to Purchaser’s obligation to proceed to the Closing nor shall the failure, for any or no reason, to receive any Other Estoppel entitle Purchaser to terminate this Agreement or receive back the Deposit. Seller shall require its property manager to request the tenants to execute and deliver any subordination, non-disturbance and attornment agreements (each a “SNDA”) requested by Purchaser’s mortgage lender – it being agreed, however, that Seller or it property manager shall not be required to incur any expense or liability nor shall Seller have any obligation to declare a default or otherwise threaten or pursue any remedy for a tenant’s failure to deliver any such SNDA. Purchaser acknowledges and agrees that, notwithstanding anything herein to the contrary, the execution or delivery of any SNDA shall not be a condition to Purchaser’s obligation to proceed to the Closing nor shall the failure, for any or no reason, to receive any SNDA entitle Purchaser to terminate this Agreement or receive back the Deposit.

Tenant Estoppels and SNDAs. Purchaser (a) Seller shall have received deliver to Buyer, at least ten days prior to Closing, tenant estoppels from the tenants under the Leases, and if a Tenant guaranty was executed in connection with any Lease, guarantor estoppel certificate certificates, substantially in the form attached hereto as Exhibit C K, as may be modified by tenant thereunder so long as such modifications do not show any material defects, exceptions or qualifications (oror if a tenant will not deliver such a form, if differentdespite Seller’s reasonable efforts, then in the form required by each tenant’s Lease), certified to Buyer, Buyer’s mortgage lender and their respective successors and/or assigns, dated no earlier than twenty (20) days prior to the Closing Date (collectively, the form and content required under the applicable Lease) from (a) Xxxxxx, Inc., Xxxxxxxxx Supply, Inc., YoCream International, Inc., Best Manufacturers, and Portland Adventist (the “Major Tenants”) and (b) such other tenants who, together with the Major Tenants, occupy at least eighty percent (80%) of the leased rentable square footage of the Property (“Required Estoppel AmountLetters”); . If Buyer’s mortgage lender shall have any comments to the Estoppel Letters, then Seller shall use commercially reasonable efforts to cause the tenant(s) and/or guarantor(s) to accommodate any such requested changes, provided, however, if Purchaser has that tenant’s failure to accommodate Buyer’s lender shall not notified render the Estoppel Letters deficient for the purposes hereof. Seller shall request in writing that the tenants execute such Estoppel Letters, and Seller shall use commercially reasonable efforts to cause all of the failure tenants to execute and deliver same. In the event Seller, despite its commercially reasonable efforts (which efforts shall be deemed to include sending a notice of default/notice to cure to the non-complying tenant under its Lease, but shall not include litigation against such tenant), is unable to obtain all of the conditions set forth Estoppel Letters, Buyer shall nonetheless be obligated to close hereunder provided, and upon the express condition that, Seller delivers (i) Estoppel Letters from the tenants occupying Retail Unit B and the Garage Unit, as well as Starbucks, in this Section 10.2.2 the event the Starbucks Lease has been executed prior to 5:00 p.m. Eastern time on the date hereof; and (ii) a Seller's estoppel, in the form required hereunder, for the remaining balance of the tenants. In order to constitute an Estoppel Letter which complies with the requirements of this Contract, such certificate must confirm that day (i) the rent and other economic terms of the Lease are consistent with the respective tenant’s Lease annexed hereto as Exhibit B and (ii) neither tenant nor Seller, as landlord, is in default under the Lease. Not later than five (5) calendar days after the expiration of the Due Diligence Period, Seller shall request such Estoppel Letters from all such tenants. (b) Provided that Buyer provides to Seller, as soon as reasonably possible after execution of this Contract and after a mortgage lender has been designated by Buyer, a form of Subordination, Nondisturbance and Attornment Agreement (“SNDA”) from Buyer’s lender, Seller shall obtain an executed SNDA from the tenants of Retail Unit B and the Garage Unit (and from Starbucks if the Starbucks Lease has been signed), and shall deliver the same to Buyer at Closing, in form substantially similar to the form provided by Buyer, provided the same may be reasonably modified to the extent negotiated by the applicable tenant and Buyer’s lender. In the event despite a commercially reasonable effort to obtain an SNDA from either the tenant of Retail Unit B or the Garage Unit (and from Starbucks if the Starbucks Lease has been signed, but excluding the tenant of the Trash/Storage Unit), Seller is three (3) Business Days unable to do so prior to Closing, these conditions Seller shall be deemed satisfied. Notwithstanding the foregoing, at Seller’s sole option, Seller may entitled to extend the Closing Date for up one or more times, through and including December 31, 2012 to an additional thirty (30) days obtain the same, as further set forth in order to satisfy the foregoing requirement in which event Seller shall deliver notice of such extension to Purchaser not less than two (2) business days prior to the then existing Closing Date. In no event shall Seller be obligated to deliver updates to any of the tenant estoppel certificates, unless the tenant estoppel certificate is dated more than thirty (30) days before the Closing Date. Seller will deliver Purchaser copies of the signed tenant estoppels 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 estoppels will be deemed approved by Purchaser. Purchaser acknowledges that the tenants may use a form of tenant estoppel certificate attached to their Lease or may modify the form attached hereto, and Purchaser agrees not to unreasonably withhold approval of such substitute or modified tenant estoppel certificate as long as same complies with the estoppel requirements in 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 a refund of the DepositParagraph 4 hereof. In addition, Seller shall use commercially reasonable efforts to obtain and deliver to Purchaser promptly after receipt, a written estoppel certificate an executed SNDA from any owners’ association governing any the tenant of the Property or any party under a reciprocal easement agreement affecting the Property in substantially the form delivered by Purchaser to Seller during the Feasibility Period. The signed certificates from such owners’ associations (or other entity) are collectively referred to herein as the “Other Estoppels.” Seller will deliver copies of the signed Other Estoppels to Purchaser promptly following receipt. Purchaser agrees that neither Seller nor its property manager shall be required to incur any expense or liability nor shall Seller have any obligation to declare a default or otherwise threaten or pursue any remedy for the failure of any association (or other entity) to deliver any Other Estoppel. Purchaser acknowledges and agrees thatTrash/Storage Unit; provided, notwithstanding anything herein to the contraryhowever, the execution or delivery of any Other Estoppel same shall not be a condition to Purchaser’s obligation to proceed to of Closing, and the Closing nor shall the failure, for any or no reason, to receive any Other Estoppel entitle Purchaser to terminate this Agreement or receive back the Deposit. Seller shall require its property manager to request the tenants to execute and deliver any subordination, non-disturbance and attornment agreements (each a “SNDA”) requested by Purchaser’s mortgage lender – it being agreed, however, that Seller or it property manager Date shall not be required adjourned pursuant to incur any expense or liability nor shall Seller have any obligation to declare a default or otherwise threaten or pursue any remedy for a tenantParagraph 4 by reason of Seller’s failure inability to deliver any an SNDA from such SNDA. Purchaser acknowledges and agrees that, notwithstanding anything herein to the contrary, the execution or delivery of any SNDA shall not be a condition to Purchaser’s obligation to proceed to the Closing nor shall the failure, for any or no reason, to receive any SNDA entitle Purchaser to terminate this Agreement or receive back the Deposittenant.

Tenant Estoppels and SNDAs. Purchaser shall have received a Tenant estoppel certificate substantially in the form attached hereto as Exhibit C (or, if different, the form and content required under the applicable Lease) from (a) XxxxxxKonoike – General, Inc., Xxxxxxxxx SupplyKiwi Distributing, Inc., YoCream InternationalEnergized Distribution, Inc., Best ManufacturersLLC, and Portland Adventist HBD/Thermoid, Inc. (the “Major Tenants”) and or (b) such other tenants who, together with the Major Tenants, who occupy at least eighty eighty-five percent (8085%) 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. Eastern time on that day that is three (3) 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 two (2) business days prior to the then existing Closing Date. In no event shall Seller be obligated to deliver updates to any of the tenant estoppel certificates, unless the tenant estoppel certificate is dated more than thirty (30) days before the Closing Date. Seller will deliver Purchaser copies of the signed tenant estoppels 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 estoppels will be deemed approved by Purchaser. Purchaser acknowledges that the tenants may use a form of tenant estoppel certificate attached to their Lease or may modify the form attached hereto, and Purchaser agrees not to unreasonably withhold approval of such substitute or modified tenant estoppel certificate as long as same complies with the estoppel requirements in 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 a refund of the Deposit. In addition, Seller shall use reasonable efforts to obtain and deliver to Purchaser promptly after receipt, a written estoppel certificate from any owners’ association governing any of the Property or any party under a reciprocal easement agreement affecting the Property in substantially the form delivered by Purchaser to Seller during the Feasibility Period. The signed certificates from such owners’ associations (or other entity) are collectively referred to herein as the “Other Estoppels.” Seller will deliver copies of the signed Other Estoppels to Purchaser promptly following receipt. Purchaser agrees that neither Seller nor its property manager shall be required to incur any expense or liability nor shall Seller have any obligation to declare a default or otherwise threaten or pursue any remedy for the failure of any association (or other entity) to deliver any Other Estoppel. Purchaser acknowledges and agrees that, notwithstanding anything herein to the contrary, the execution or delivery of any Other Estoppel shall not be a condition to Purchaser’s obligation to proceed to the Closing nor shall the failure, for any or no reason, to receive any Other Estoppel entitle Purchaser to terminate this Agreement or receive back the Deposit. Seller shall require its property manager to request the tenants to execute and deliver any subordination, non-disturbance and attornment agreements (each a “SNDA”) requested by Purchaser’s mortgage lender – it being agreed, however, that Seller or it property manager shall not be required to incur any expense or liability nor shall Seller have any obligation to declare a default or otherwise threaten or pursue any remedy for a tenant’s failure to deliver any such SNDA. Purchaser acknowledges and agrees that, notwithstanding anything herein to the contrary, the execution or delivery of any SNDA shall not be a condition to Purchaser’s obligation to proceed to the Closing nor shall the failure, for any or no reason, to receive any SNDA entitle Purchaser to terminate this Agreement or receive back the Deposit.

Tenant Estoppels and SNDAs. Purchaser Seller shall use all reasonable efforts to obtain a Tenant Estoppel from all Tenants. Seller shall deliver completed Tenant Estoppels to Buyer as they are received by Seller, and shall use all reasonable efforts to deliver all Tenant Estoppels to Buyer no later than three (3) days prior the Closing Date. It shall be a condition to Buyer’s obligation to close the acquisition of the Property that not later than the Closing Date: (a) Seller shall have received delivered to Buyer Tenant Estoppels from the Required Tenants, which Tenant Estoppels shall (i) be dated no earlier than forty-five (45) days prior to the Closing Date, (ii) conform to the most recent Rent Roll, (iii) allege no defaults, offsets, or claims against Seller, and (iv) allege no facts that are inconsistent in any material respect with the representations and warranties of Seller in this Agreement or the Due Diligence Materials provided by Seller to Buyer; or (b) To the extent Seller is unable to obtain Tenant Estoppels, or any items required to be therein, from the Required Tenants, Seller shall have delivered to Buyer on the Closing Date a certification (a “Seller Estoppel”) in the form and on the terms attached hereto as Exhibit G (or as otherwise provided in Section 8(c) below). Seller shall have the right, but not the obligation, to fulfill such condition to closing by delivery of a Seller Estoppel, and if a Seller Estoppel is tendered by Seller, Buyer shall be obligated to accept such Seller Estoppel if such Seller Estoppel (i) is dated no earlier than forty-five (45) days prior to the Closing Date, (ii) conforms to the most recent Rent Roll, (iii) alleges no defaults, offsets, or claims against Seller, and (iv) alleges no facts that are inconsistent in any material respect with the representations and warranties of Seller in this Agreement or the Due Diligence Materials provided by Seller to Buyer. If Seller is later able to deliver to Buyer a Tenant Estoppel from any Tenant as to which Seller has provided a Seller Estoppel, the Seller Estoppel shall be and become null and void as to each statement of fact or representation that is substantially identical to a similar fact or representation in the Tenant Estoppel, and to the extent the Tenant Estoppel covers in all material respects the information covered in the Seller Estoppel, the Seller Estoppel as to such Tenant shall become null and void. In no event shall Seller have any liability under any Seller Estoppel unless a claim thereon exceeds the Material Damage Floor and in no event shall any liability of Seller under any Seller Estoppel exceed the Material Damage Ceiling. (c) Notwithstanding anything in this Agreement, Buyer agrees that the delivery by a Tenant of an estoppel certificate either (i) substantially in the form attached to or required under such Tenant’s Lease, or (ii) on a commercially reasonable, standard form of the Tenant in the case of any Tenant with a national or regional presence and multiple locations, shall be accepted by Buyer, and if and to the extent Seller delivers a Seller Estoppel to Buyer in connection with such Tenant, such Seller Estoppel shall be substantially in the form attached hereto as Exhibit C (orG, if different, as modified to reflect only the form and content factual information required of the Tenant under the estoppel certificate required under the applicable Lease) from (a) Xxxxxx, Inc., Xxxxxxxxx Supply, Inc., YoCream International, Inc., Best Manufacturers, and Portland Adventist (the “Major Tenants”) and (b) such other tenants who, together with the Major Tenants, occupy at least eighty percent (80%) 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. Eastern time Tenant’s Lease or on that day that is three (3) Business Days prior to Closing, these conditions shall be deemed satisfiedsuch standard form. Notwithstanding Without limiting the foregoing, at Seller’s sole optionSeller shall request from each of the following national tenants the form of estoppel previously delivered by such tenants in 2015 (copies of which are included in the Diligence Materials): TJ Maxx (TJX Companies, Inc.), Old Navy, Dress Barn, Lane Xxxxxx and Shoe Carnival. (d) Additionally, Seller may extend the Closing Date for up agrees to an additional thirty request Subordination, Non-Disturbance and Attornment Agreements (30“SNDAs”) days in order to satisfy the foregoing requirement in which event Seller shall deliver notice of such extension to Purchaser not less than two (2) business days prior to the then existing Closing Date. In no event shall Seller be obligated to deliver updates to any of the tenant estoppel certificates, unless the tenant estoppel certificate is dated more than thirty (30) days before the Closing Date. Seller will deliver Purchaser copies of the signed tenant estoppels 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 estoppels will be deemed approved by Purchaser. Purchaser acknowledges that from the tenants under Leases as may use a form of tenant estoppel certificate attached to their Lease or may modify the form attached hereto, and Purchaser agrees not to unreasonably withhold approval of such substitute or modified tenant estoppel certificate as long as same complies with the estoppel requirements in 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 a refund of the Deposit. In addition, Seller shall use reasonable efforts to obtain and deliver to Purchaser promptly after receipt, a written estoppel certificate from any owners’ association governing any of the Property or any party under a reciprocal easement agreement affecting the Property in substantially the form delivered by Purchaser to Seller during the Feasibility Period. The signed certificates from such owners’ associations (or other entity) are collectively referred to herein as the “Other Estoppels.” Seller will deliver copies of the signed Other Estoppels to Purchaser promptly following receipt. Purchaser agrees that neither Seller nor its property manager shall be required to incur any expense or liability nor shall Seller have any obligation to declare a default or otherwise threaten or pursue any remedy for the failure of any association (or other entity) to deliver any Other Estoppel. Purchaser acknowledges and agrees that, notwithstanding anything herein to the contrary, the execution or delivery of any Other Estoppel shall not be a condition to Purchaserby Buyer’s obligation to proceed to the Closing nor shall the failure, for any or no reason, to receive any Other Estoppel entitle Purchaser to terminate this Agreement or receive back the Deposit. Seller shall require its property manager to request the tenants to execute and deliver any subordination, non-disturbance and attornment agreements (each a “SNDA”) requested by Purchaser’s mortgage lender – it being agreed, however, that Seller or it property manager shall not be required to incur any expense or liability nor shall Seller have any obligation to declare a default or otherwise threaten or pursue any remedy for a tenant’s failure to deliver any such SNDA. Purchaser acknowledges and agrees that, notwithstanding anything herein to the contrary, the execution or delivery of any SNDA shall not be a condition to Purchaser’s obligation to proceed to the Closing nor shall the failure, for any or no reason, to receive any SNDA entitle Purchaser to terminate this Agreement or receive back the Depositlender.