Third Party Estoppels Sample Clauses

Third Party Estoppels. If requested by BNPPLC with respect to any material construction contract between NAI and a third party contractor for any part of the Work, NAI shall cause the contractor to execute and deliver to BNPPLC an estoppel letter substantially in the form of Exhibit J. Similarly, if requested by BNPPLC with respect to any material architectural or engineering contract between NAI and a third party professional or firm for any part of the Work, NAI shall cause the professional or firm thereunder to execute and deliver to BNPPLC an estoppel letter substantially in the form of Exhibit K.
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Third Party Estoppels. Seller shall have delivered to Buyer, to the extent there are any Development Agreements and/or Declarations and REAs in effect with respect to the Property, each of the Additional Estoppel Certificates (or, to the extent an alternate form is required by the terms of such Development Agreements and/or Declarations and REAs, an estoppel certificate in such form, with such additional certifications as may be reasonably requested by Buyer during the Inspection Period).
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Third Party Estoppels. Seller shall timely request (and, in any event, no later than 2 Business Days following receipt of the form(s) for same from Buyer) each of the following from the applicable parties thereunder: (a) estoppel certificates from all parties (other than Seller) to each Development Agreement and Declarations and REAs in the form reasonably requested by Buyer during the Inspection Period, including, without limitation, an estoppel relating to the approvals pursuant to the Protective Covenant, as defined in Section 9.1(l)(iii) (the “Additional Estoppel Certificates”) or such form as may be required under the applicable Development Agreement or Declarations and REAs (together with such additional certifications as may reasonably be requested by Buyer during the Inspection Period), to the extent there are any Development Agreements and/or Declarations and REAs in effect with respect to the Property. Seller shall use diligent, good faith efforts to obtain and deliver Additional Estoppel Certificates to Buyer on or before 3 Business Days prior to Closing. Each Additional Estoppel Certificate shall be dated no earlier than 20 days prior to the Closing Date. Seller shall deliver any third party or Tenant (as applicable) signed Additional Estoppel Certificates (or any comments thereto from any third party or Tenant, as applicable) to Buyer promptly upon Seller’s receipt. Seller shall reasonably facilitate Buyer contacting any Tenant and applicable third parties regarding the Additional Estoppel Certificates, as applicable, for purposes of, among other things, negotiating and obtaining the Additional Estoppel Certificates. No Additional Estoppel Certificates shall show any materially adverse matters, including, without limitation, any verbal agreements or any default or purported default thereunder by any party.
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Third Party Estoppels. If requested by BNPPLC with respect to any material general construction contract between Ross and a third party contractor for any part of the Work, Ross shall cause the contractor to execute and deliver to BNPPLC an estoppel letter substantially in the form of Exhibit. Similarly, if requested by BNPPLC with respect to any material architectural or engineering contract between Ross and a third party professional or firm for any part of the Work, Ross shall cause the professional or firm thereunder to execute and deliver to BNPPLC an estoppel letter substantially in the form of Exhibit.
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Third Party Estoppels. Buyer shall have received the following third party estoppels: (i) An estoppel from Deerwood Park North Owner's Association, Inc., a Florida not-for-profit corporation, relating to that certain Protective Covenants of Deerwood Park North recorded in Official Records Book 7181, Page 690, as modified by instruments recorded as follows: First Amendment to Protective Covenants of Deerwood Park North recorded in Official Records Book 7488, Page 463; Second Amendment to Protective Covenants of Deerwood Park North recorded in Official Records Book 8087, Page 709; Third Amendment to Protective Covenants of Deerwood Park North recorded in Official Records Book 8419, Page 1217; Amended and Restated Third Amendment to Protective Covenants of Deerwood Park North recorded in Official Records Book 8425, Page 1681; Fourth Amendment to Protective Covenants of Deerwood Park North recorded in Official Records Book 8710, Page 305; Fifth Amendment to Protective Covenants of Deerwood Park North recorded in Official Records Book 9103, Page 218; Sixth Amendment to Protective Covenants of Deerwood Park North recorded in Official Records Book 9191, Page 1130; Consent to reduction of Minimum Setback Requirement recorded in Official Records Book 9632, Page 2346 and re-recorded in Official Records Book 9706, Page 248; Consent to Reduction of Minimum Setback Requirements recorded in Official Records Book 9892, Page 2064; Confirmation of Compliance recorded in Official Records Book 10269, Page 303; Developer's Acknowledgement and Consent recorded in Official Records Book 10885, Page 1626; Eighth Amendment to Protective Covenants of Deerwood Park North recorded in Book 13176, Page 421; Partial Assignment of Developer's Right and Obligations under Protective Covenants of Deerwood Park North recorded in Official Records Book 13622, Page 1077; and Evidence of Consent to Residential Use recorded in Official Records Book 13661, Page 1342, all of the Public Records of Xxxxx County, Florida (Affects Buildings 100, 200, 300 and 400), substantially in the form attached hereto as Exhibit H. (ii) An estoppel from Deerwood Park Owner's Association, Inc., a Florida not-for-profit corporation, relating to that certain Protective Covenants of Deerwood Park recorded in Official Records Book 6087, Page 1669, as amended and restated by that certain Restatement of the Protective Covenants of Deerwood Park recorded in Official Records Book 6575, Page 2276, both in the Public Records of Xxxxx County, Florid...
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Third Party Estoppels. Seller shall have complied with the provisions of Section 6.9 hereof.
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Third Party Estoppels. Seller shall have obtained and delivered to Purchaser all Third-Party Estoppels to the extent required under Section 4.8.3 hereof.
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Third Party Estoppels. Schedule 9.11 sets forth the estoppel certificates that Purchaser desires that Sellers and Newco obtain from third parties as a result of Purchaser’s due diligence regarding the Purchased Assets (the “Third-Party Estoppels”). Neither Sellers nor Newco shall be obligated to obtain any Third-Party Estoppels other than those set forth on Schedule 9.11 unless such requests for additional Third-Party Estoppels relates to additional due diligence information that was not disclosed in writing by Newco or Sellers to Purchaser and was not reasonably discoverable by Purchaser at least five (5) Business Days prior to the Signing Date. For the purposes of the preceding sentence, documents made available to Purchaser in the Sellers’ virtual data room on or before November 25, 2006. Sellers and Newco shall use commercially reasonable efforts to obtain all Third-Party Estoppels (in forms reasonably satisfactory to Purchaser) requested by Purchaser as provided in the two immediately preceding sentences and to deliver the same to Purchaser at least five (5) Business Days prior to the Closing Date. In the event that Sellers and Newco have been unable, prior to the Closing Date, to obtain any requested Third-Party Estoppels, such failure shall not constitute a default of Sellers hereunder; nor shall such event constitute a default of Newco hereunder, provided that Newco used commercially reasonable efforts to obtain the same and if Newco delivers to Purchaser at Closing an estoppel certificate and indemnity (in form and substance reasonably satisfactory to Purchaser) confirming the truth and accuracy of the information that was intended to be confirmed in the Third-Party Estoppel(s) in question. In the event that Newco delivers an estoppel certificate an indemnity confirming the truth and accuracy of the information that was intended to be confirmed in a Third-Party Estoppel in lieu of a Third-Party Estoppel as contemplated by the preceding sentence, Newco’s obligations under such estoppel certificate and indemnity shall terminate with respect to any matters which are covered by any Third-Party Estoppel obtained after Closing by Newco in a form reasonably satisfactory to Purchaser.
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Related to Third Party Estoppels

  • Estoppels (i) Sellers shall have received from tenants (which tenants shall include the tenants leasing space pursuant to the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter) leasing at least seventy-five percent (75%) of the aggregate square footage leased pursuant to all Commercial Leases, a certificate (an "Estoppel"), addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit D hereto), dated not more than sixty (60) days prior to the Closing Date, in either (A) the form of Estoppel attached as Exhibit D hereto or (B) the form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges and agrees that, in lieu of any one or more of such Estoppels, MPLP may deliver a landlord Estoppel provided that (A) such form of landlord Estoppel is in the form of Estoppel attached as Exhibit D hereto, (B) the landlord Estoppels delivered by MPLP pursuant to this Section 8.2(f)(i) shall not be given in respect of more than ten percent (10%) of the aggregate square footage leased pursuant to all Commercial Leases and (C) such landlord Estoppels delivered by MPLP shall not be delivered in respect of the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter. (ii) Sellers shall have received an Estoppel from each lessor under a Ground Lease, addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit E hereto), dated not more than sixty (60) days prior to the Closing Date in either (A) the form of Estoppel attached as Exhibit E hereto or (B) the form of Estoppel returned by the lessor whose Estoppel is being sought pursuant to this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit E hereto.

  • 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 Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

  • Estoppel Letters Borrower covenants to provide Agent, within ten (10) days after request, an estoppel letter stating (i) the balance of the Obligations, (ii) whether Borrower has any defenses to payment of the Obligations, and (iii) the nature of any defenses to payment of the Obligations. Such balance as presented for confirmation and the nonexistence of defenses shall be presumed if Borrower fails to respond to such a request within the required period.

  • Lease Estoppels With respect to each Mortgage Loan secured by retail, office or industrial properties, the Mortgage Loan Seller requested the related Mortgagor to obtain estoppels from each commercial tenant with respect to the Certified Rent Roll (except for tenants for whom the related lease income was excluded from the Mortgage Loan Seller’s underwriting). With respect to each Mortgage Loan predominantly secured by a retail, office or industrial property leased to a single tenant, the Mortgage Loan Seller reviewed such estoppel obtained from such tenant no earlier than 90 days prior to the origination date of the related Mortgage Loan (or such longer period as Mortgage Loan Seller may deem reasonable and appropriate based on Mortgage Loan Seller’s practices in connection with the origination of similar commercial and multifamily loans intended for securitization), and to Mortgage Loan Seller’s knowledge, based solely on the related estoppel, (x) the related lease is in full force and effect and (y) there exists no material default under such lease, either by the lessee thereunder or by the lessor subject, in each case, to customary reservations of tenant’s rights, such as with respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions.

  • Tenant Estoppel Certificates (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificate. (b) The parties agree that each Tenant Estoppel containing non-material exceptions, qualifications or modifications shall be deemed to be an acceptable estoppel certificate for purposes of this Section 7.4.5. In the event a Tenant Estoppel contains a material exception or qualification or alleges a material default by Seller (collectively, a "MATERIAL DEFAULT"), subject to the following provisions of this Section 7.4.5), Purchaser's sole and exclusive remedy shall be to terminate this Agreement by delivering notice thereof in writing to Seller, on the earlier of five (5) business days after the date of delivery to Purchaser of a Tenant Estoppel alleging a Material Default or the Closing Date (the "ESTOPPEL TERMINATION NOTICE"), time being of the essence as to the giving of such notice. If Purchaser shall timely give the Estoppel Termination Notice, then subject to Seller's option set forth below, this Agreement shall terminate, and upon such termination, Purchaser shall be entitled to the return of the Deposit Note and all interest thereon, and neither party shall have any obligation hereunder other than as may be expressly provided for in this Agreement. Notwithstanding the foregoing, Purchaser shall not have the right to terminate this Agreement if Tenant Estoppel(s) allege Material Default(s) if (x) such Material Default(s) can be remedied by the performance of work costing not more than $50,000 in the aggregate for all such Tenant Estoppel(s) or the payment of money not exceeding $50,000 in the aggregate with respect to such tenants and (y) Seller elects (by written notice to Purchaser given simultaneously with Seller's delivery of such Tenant Estoppel to Purchaser), at Seller's option (but Seller shall have no obligation), to cure the nonconforming matter set forth in such estoppel by either performing or causing to be performed the work on or prior to the Closing Date, by paying the money on or prior to the Closing Date, or by granting Purchaser a credit against the Purchase Price in an amount reasonably necessary to perform such work, as reasonably determined by Seller and Purchaser, in which event Seller shall, at or before the Closing, cure, perform, pay or grant Purchaser a credit with respect to the same.

  • Estoppel Certificates Tenant will, (a) within five (5) days after Tenant receives written notice from Landlord, from time to time, and (b) on the Lease Commencement Date simultaneous with the execution of the Lease Commencement Agreement, execute, acknowledge, and deliver to Landlord, at no cost to Landlord, a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease is in full force and effect as modified and stating the modifications), (ii) stating the dates to which the Rent has been paid by Tenant, (iii) stating whether to the best knowledge of Tenant, Landlord has failed to fulfill any of its obligations under this Lease, and, if so, specifying each such failure of which Tenant has knowledge, (iv) stating that Tenant will give written notice to Landlord’s tender of any failure by Landlord to fulfill any of its obligations under this Lease, (v) stating the address to which notices to Tenant should be sent, (vi) for the estoppel certificate delivered on the Lease Commencement Date, stating that Tenant accepts the Premises and the improvements therein, and (vii) providing any other such information Landlord reasonably requests relating to this Lease. Any owner of the Building, any prospective purchaser of the Building, any Mortgagee or prospective Mortgagee of the Building or of Landlord’s interest, or any prospective assignee of any such mortgage may be rely on any such statement delivered pursuant hereto. Tenant irrevocably appoints Landlord, as Tenant’s attorney-in-fact, to execute and deliver on Tenant’s behalf any estoppel certificate to which Tenant does not object with specificity in writing within five (5) days of Tenant’s receipt thereof. Tenant acknowledges and agrees that Tenant’s compliance with the requirements of this Section is necessary for Landlord to manage efficiently the financial and other aspects of owning and operating the Project (including facilitating the financing, refinancing, and/or sale of the Building or Project, any part thereof or any interest therein) and that any breach or other violation of the provisions of this Section will result in material damages to Landlord (including any damages to Landlord in connection with its financing, refinancing, or sale of the Project, any part thereof, or any interest therein that results from any such breach or violation). Any breach or other violation of any requirement of this Section will be a default hereunder, entitling Landlord to undertake immediately an action for the damages resulting therefrom (including any consequential, direct, and/or indirect damages) and pursue any other remedies available to Landlord on account of such default, including any remedies available under this Lease or at law or equity.

  • Tenant Estoppel Certificate Please refer to the documents described in Schedule 1 hereto, (the “Lease Documents”) including the “Lease” therein described; all defined terms in this Certificate shall have the same meanings as set forth in the Lease unless otherwise expressly set forth herein. The undersigned Tenant hereby certifies that it is the tenant under the Lease. Tenant hereby further acknowledges that it has been advised that the Lease may be collaterally assigned in connection with a proposed financing secured by the Property and/or may be assigned in connection with a sale of the Property and certifies both to Landlord and to any and all prospective mortgagees and purchasers of the Property, including any trustee on behalf of any holders of notes or other similar instruments, any holders from time to time of such notes or other instruments, and their respective successors and assigns (the “Beneficiaries”) that as of the date hereof:

  • Third Party Consents No governmental authority or other third party consents (including but not limited to approvals, licenses, registrations or declarations) are required in connection with the execution, delivery or performance by the Assuming Institution of this Agreement, other than such consents as have been duly obtained and are in full force and effect.

  • Third Party Contracts From the Effective Date through and including the Closing Date, Seller agrees to enter into only those third-party contracts which are necessary to carry out its obligations under Section 5.2, which shall be on market terms and cancellable on thirty (30) days written notice or less, without payment of any fee or penalty. Copies of all such contracts so entered into by Seller shall be promptly provided by Seller to Purchaser.

  • Estoppel Statements Within ten (10) days after request therefor by City, Tenant shall deliver, in recordable form, an estoppel statement certifying that this Lease is in full force and effect; the date of Tenant’s most recent payment of Rent, and that Tenant has no defenses or offsets outstanding, or stating those claimed, and any other information reasonably requested. Failure to deliver said statement within the specified period shall be conclusive upon Tenant that: (i) this Lease is in full force and effect, without modification except as may be represented by City; (ii) there are no uncured defaults in City’s performance and Tenant has no right of offset, counterclaim or deduction against Rent hereunder; and

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