Xxxxxx Ground Lessor and Phoenix Estoppels Sample Clauses

Xxxxxx Ground Lessor and Phoenix Estoppels. Promptly following the Contract Date, Seller shall deliver an estoppel letter to each of the landlords under the Xxxxxx Ground Lease and the Phoenix Tunnel Lease conforming with the estoppel requirements, if any, under each such lease (in each such instance, the “Required Ground Lease Estoppel Form”). Promptly after receipt from each said landlord, Seller shall deliver such landlord’s estoppel letter to Buyer. All estoppel letters shall be dated not earlier than thirty (30) days prior to the Closing Date (provided, however, that if the initially-scheduled Closing Date set forth in this Agreement is extended for any reason [other than a Seller default hereunder, a casualty or a condemnation or pursuant to Seller’s right to extend the Closing Date under Section 4.3(b) above] then any estoppel letter which is dated within thirty (30) days of said initially-scheduled Closing Date shall be deemed to satisfy the requirements of this Section 4.4 concerning the required date of estoppel letters, and Seller shall have no obligation to cause same to be dated-down or re-executed). Buyer’s obligation to proceed to Closing shall be conditioned upon satisfaction of the following conditions, provided that Buyer may in its sole discretion elect to waive failure by Seller to satisfy any particular condition: (a) Seller shall use good faith efforts to deliver to Buyer, on or before the Closing Date, the Required Ground Lease Estoppel Form executed by the landlords under each of the Xxxxxx Ground Lease and the Phoenix Tunnel Lease (each with such non-material modifications or disclosures as the applicable landlord shall make thereto) (collectively, the “Ground Lessor Estoppel Threshold”). For purposes of the preceding sentence, a “non-material” modification or disclosure shall mean a modification or disclosure which is not inconsistent with any of Seller’s representations or warranties contained in this Agreement (except to the extent such inconsistency has been heretofore otherwise disclosed to Buyer in this Agreement, the Due Diligence Materials or otherwise) and does not allege a default. (b) If Buyer has not received estoppel letters executed from each of the landlords under the Xxxxxx Ground Lease and the Phoenix Tunnel Lease so as to satisfy the Estoppel Threshold, Seller may at its election in its sole discretion substitute for any unsigned landlord estoppel letters required to satisfy the Estoppel Threshold, an estoppel 10
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Related to Xxxxxx Ground Lessor and Phoenix Estoppels

  • Landlord Approval (Check one) ☐ Tenant requires Landlord’s written approval to sublet the Premises. In the event that the Original Lease requires the approval of Landlord prior to any subletting of the Premises by Tenant, then the validity of this Sublease is subject to securing the approval of Landlord. Tenant shall supply Subtenant a copy of Landlord’s written approval at least days prior to the start date of the Term. Should Tenant fail to secure approval of this Sublease by Landlord prior such date, this Sublease shall be null and void. Landlord may require information from Subtenant such as a bank statement or may seek to do a background and credit check on Subtenant and, in such case, Subtenant agrees to reasonably cooperate in all such matters. ☐ Tenant does NOT require Landlord’s written approval to sublet the Premises.

  • Estoppel Certificates Within fifteen (15) days after Landlord’s request, Tenant shall execute, acknowledge and deliver to Landlord a written statement certifying: (i) that none of the terms or provisions of this Lease have been changed (or if they have been changed, stating how); (ii) that this Lease has not been canceled or terminated; (iii) the last date of payment of Base Rent and other charges and the time period covered; (iv) that Landlord is not in default under this Lease (or if Tenant states that Landlord is in default, describing it in reasonable detail); and (v) such other information with respect to Tenant or this Lease as Landlord may reasonably request or which any prospective purchaser or encumbrancer of the Property may require. Landlord may deliver any such statement by Tenant to any such prospective purchaser or encumbrancer, which may rely conclusively upon such statement as true and correct. If Tenant does not deliver such statement to Landlord within such fifteen (15) day period, Landlord, and any such prospective purchaser or encumbrancer, may conclusively presume and rely upon the following facts: (i) that the terms and provisions of this Lease have not been changed except as represented by Landlord; (ii) that this Lease has not been canceled or terminated except as otherwise represented by Landlord; (iii) that not more than one (1) month’s Base Rent or other charges have been paid in advance; and (iv) that Landlord is not in default under this Lease. In such event, Tenant shall be estopped from denying the truth of such facts.

  • Ground Lease Reserved.

  • Access to Property, Property’s Management, Property Lender, and Property Tenants Potential Investor agrees to not seek to gain access to any non-public areas of the Property or communicate with Property’s management employees, the holder of any financing encumbering the Property, the Property’s tenants, and the Owner’s partners in the ownership of the Property, without the prior consent of Owner or HFF, which consent may be withheld in the Owner’s sole discretion.

  • Estoppel Certificate Tenant shall from time to time, upon written request by Landlord or any Lender execute, acknowledge and deliver to Landlord or such Lender, within ten (10) business days after receipt of such request, a statement in writing certifying, without limitation: (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, identifying such modifications and certifying that the Lease, as modified, is in full force and effect); (ii) the dates to which Rent and any other charges have been paid; (iii) that Landlord is not in default under any provision of this Lease (or if Landlord is in default, specifying each such default) and that, if true, no events or conditions exist which, with the passage of time or notice or both, would constitute a default on the part of Landlord hereunder, (iv) the address to which notices to Tenant shall be sent; (v) the amount of Tenant’s security deposit and (vi) such other factual statements as may be reasonably requested by Landlord; it being understood that any such statement so delivered may be relied upon in connection with any lease, mortgage or transfer. Tenant’s failure to deliver such statement within such time shall be conclusive upon Tenant that: (i) this Lease is in full force and effect and has not been modified except as Landlord may represent; (ii) not more than one (1) month’s Rent has been paid in advance; (iii) there are no defaults by Landlord; (iv) notices to Tenant shall be sent to Tenant’s Address as set forth in Article 1 of this Lease; and (v) that all other statements contained in such estoppel are true and correct. Notwithstanding the presumptions of this Article, Tenant shall not be relieved of its obligation to deliver said statement.

  • No Estoppel No course of action or failure to act by the Owner or any of its officers, members, employees, agents or other representatives shall serve to modify this Contract, waive rights under it or arising from its breach, or to stop the Owner from enforcing its terms.

  • Access Easement The Owner shall grant to VBWD the necessary easements and rights-of-way and/or maintain perpetual access from public rights-of-way to the Facility for VBWD, its agent, or contractor.

  • TITLE VI ASSURANCES The requirements and terms of the United States Department of Transportation Title VI program, as revised from time to time, are incorporated into this Contract for all purposes. Engineer has reviewed Exhibit “J”, and shall comply with its terms and conditions.

  • Title Documents Title Documents consist of the following: (1) copies of any plats, declarations, covenants, conditions and restrictions burdening the Property, and (2) copies of any other documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title Documents).

  • Title Policy and Survey A. TITLE POLICY: Seller shall furnish to Buyer at Seller’s Buyer’s expense an owner policy of title insurance (Title Policy) issued by (Title Company) in the amount of the Sales Price, dated at or after closing, insuring Buyer against loss under the provisions of the Title Policy, subject to the promulgated exclusions (including existing building and zoning ordinances) and the following exceptions:

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