Acceptable Estoppel Certificate definition

Acceptable Estoppel Certificate has the meaning ascribed to such term in Section 7.2.
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Acceptable Estoppel Certificate is an estoppel certificate in substantially the form of the estoppel certificate attached hereto as Exhibit C-2, which shall not contain any material modifications or inconsistencies with respect to the applicable rent roll and the Tenant Lease and which shall not disclose any alleged material default or unfulfilled material obligation on the part of the landlord not previously disclosed in writing to Purchaser; provided that an estoppel certificate executed by the Major Tenant in the form prescribed by its Tenant Lease shall constitute an Acceptable Estoppel Certificate if (a) it is otherwise consistent with this Section 7.2 and the factual information contained in the estoppels distributed to such Tenant pursuant to the provisions of this Section 7.2, and (b) affirmatively confirms that GAP has waived GAP’s right to purchase the Property pursuant to Section 6 of the GAP Third Amendment on Basic Terms which are equivalent to the terms in this Agreement. Notwithstanding anything contained herein to the contrary, in no event shall Seller’s failure to obtain the Acceptable Estoppel Certificate in accordance with this Section 7.2 constitute a default by Seller under this Agreement. Purchaser’s sole and exclusive remedy for a failure to obtain the Acceptable Estoppel Certificate shall be to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit. Prior to delivery of the form of estoppel certificate to the Major Tenant, Seller will deliver to Purchaser a completed form of estoppel certificate, in the form attached hereto as Exhibit C-2 or such form as required by the Major Tenant’s Tenant Lease and containing the information contemplated thereby. Within two (2) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller notice either (i) approving such form as completed by Seller or (ii) setting forth in detail all changes to such form which Purchaser reasonably believes to be appropriate to make the completed form of estoppel certificate accurate and complete. Seller will make such changes to the extent Seller agrees such changes are appropriate, except that Seller will not be obligated to make any changes which request more expansive information than is contemplated by Exhibit C-2 or the form required by the Major Tenant’s Tenant Lease. Purchaser’s failure to respond within such two (2) Business Day period shall be deemed approval of such estoppel certificate.
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Acceptable Estoppel Certificate means an executed Estoppel Certificate substantially in the form of Exhibit J attached hereto and incorporated herein by this reference or in the form provided in the applicable Lease, or with such modifications in form or substance as are approved by Purchaser in its reasonable discretion.
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Examples of Acceptable Estoppel Certificate in a sentence

  • For clarification purposes, an estoppel certificate that meets the foregoing criteria shall nonetheless be an Acceptable Estoppel Certificate even though a tenant modifies any statement in the estoppel certificate that it has no offset rights and/or claims and/or that Seller is not in default under the applicable lease by including a best or actual knowledge limitation, and/or if any or all guarantors of the applicable lease do not execute such estoppel.

  • Not sooner than forty-five (45) days prior to the Closing Date and not later than thirty (30) days prior to the Closing Date, Seller shall send an estoppel certificate in the Acceptable Estoppel Certificate Form (as defined below) (each, a "Tenant Estoppel Certificate") to each of the tenants then occupying space in the Project.

  • In the event that Buyer receives an Acceptable Estoppel Certificate for which Seller previously delivered its estoppel certificate, Seller shall be automatically released from any liability or obligation under its estoppel certificate.

  • Upon receipt of an Acceptable Estoppel Certificate from Tenant, to the extent that any items contained in such estoppel confirm any of the representations set forth in this paragraph (the “Confirmed Representations”), such estoppel shall be deemed to replace the Confirmed Representations, and the Confirmed Representations shall automatically terminate.

  • Seller shall use good faith efforts to obtain Acceptable Estoppel Certificates in the forms of Exhibit C-2 and C-5, but if a Tenant refuses to provide any of the certifications listed (I) as paragraphs 14-16 of Exhibit C-2 or (II) as paragraphs 14-17 of Exhibit C-5, such certifications may be removed from the estoppel certificate for such Tenant and such DAL02:624104.4 LEGAL_US_W # 74790953.14 26 certificate shall still constitute an Acceptable Estoppel Certificate.

  • An estoppel certificate received from either of the Tenants shall not be an Acceptable Estoppel Certificate if the tenant discloses a material default on the part of landlord or tenant under its Lease or discloses another Material Matter (as hereinafter defined), which, in each case, was not included in the Lease and was not actually known to Purchaser as of the date of this Agreement.

  • It will be a condition to Closing that Seller obtain and deliver to Purchaser, from Tenant an executed Acceptable Estoppel Certificate.

  • The failure of Seller to obtain Acceptable Estoppel Certificates shall not be deemed a default by Seller, it being agreed that the sole remedy of Purchaser in the event Seller does not obtain an Acceptable Estoppel Certificate from each of the Tenants shall be to terminate this Agreement in accordance with the provisions hereof.

  • Notwithstanding any provisions in this Agreement to the contrary, if Buyer fails to object in writing to any such updated Acceptable Estoppel Certificate executed by any tenant within five (5) business days after the date the same has been delivered to Buyer, Buyer shall be deemed to have approved the same.

  • The delivery of an executed copy (as opposed to an original) of any Acceptable Estoppel Certificate shall be sufficient for purposes of satisfying the condition under this Section 7.9(b).


More Definitions of Acceptable Estoppel Certificate

Acceptable Estoppel Certificate means an estoppel certificate that: (i) is consistent with the terms and provisions of the copy of the applicable tenant’s Lease provided by Seller to Buyer and the representations of Seller contained in this Agreement, (ii) is substantially in the form of the estoppel attached hereto as Exhibit H-1, or in the form of estoppel attached to the applicable tenant’s Lease, if a form is so attached, or, subject to Buyer’s consent in its reasonable discretion, in the case of any national or regional tenant, in the customary form used by such tenant, or with respect to Leases under which the tenant is the United States of America (“Government”), either acting through the General Services Administration (“GSA”) or another agency of the Government (“Government Leases”), in the form attached hereto as Exhibit H-2 or other form promulgated by Government, (iii) is certified to Buyer and (with respect to the Government Leases, to the extent available from the Government) its lender and their successors and assigns, (iv) is dated within thirty (30) days of the Close of Escrow, (v) does not claim that Seller is in default or has an outstanding obligation for payment, (vi) does not claim an offset or deduction to a tenant’s payment obligations under its Lease, as applicable, (vii) does not make an affirmative claim against Seller or disclose any other material dispute with Seller, (viii) has all blanks completed or marked as not applicable, as appropriate, and contains information consistent with the terms of the lease documents provided to Buyer in the Seller Information prior to the date hereof, and (ix) has all exhibits completed and attached, as applicable. For clarification purposes, an estoppel certificate that meets the foregoing criteria shall nonetheless be an Acceptable Estoppel Certificate even though a tenant modifies any statement in the estoppel certificate that it has no offset rights and/or claims and/or that Seller is not in default under the applicable lease by including a best or actual knowledge limitation, and/or if any or all guarantors of the applicable lease do not execute such estoppel. Seller shall provide Buyer with a reasonable opportunity to review each draft estoppel certificate, completed with all applicable information, prior to delivering it to the applicable tenant.
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Acceptable Estoppel Certificate means an estoppel certificate substantially in the form of Exhibit K attached hereto and incorporated herein by this reference that is consistent with such tenant’s Lease; provided however, that if any tenant is required or permitted under the terms of its Lease to make materially different statements in a certification from those set forth on Exhibit K attached hereto, then Buyer shall accept any modifications made to such estoppel certificate to the extent that such changes (i) are consistent with the requirements set forth in such tenant’s Lease, and (ii) do not indicate any tenant or landlord default under the Lease, except to the extent that Buyer knows or is deemed to know of such default.
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Acceptable Estoppel Certificate means an Estoppel Certificate that (i) does not disclose any material default by Vantage or the applicable Project Entity, (ii) does not disclose any material default by tenant and (iii) does not contain information that is materially and adversely inconsistent with the lease representations set forth in Section 4.13 or the Rent Roll. If the Investors believe that any Estoppel Certificate delivered to them after the Effective Date is not an Acceptable Estoppel Certificate, the Investors shall so notify Vantage in writing within ten (10) Business Days from the Investors’ receipt of such Estoppel Certificate, which notice must set forth in reasonable detail the reasons why the Investors do not believe that the Estoppel Certificate in question is an Acceptable Estoppel Certificate. With respect to any Estoppel Certificate delivered to the Investors after the Effective Date as to which the Investors do not so provide Vantage with written notice of their objections within such ten (10) Business Day period, the Investors shall be deemed to have irrevocably and unconditionally approved the applicable Estoppel Certificate as an Acceptable Estoppel Certificate.
Sample 1
Acceptable Estoppel Certificate is an estoppel certificate in substantially the form of the estoppel certificate attached hereto as Exhibit B (or in the form prescribed by, permitted under, or required by the Tenant Lease) which (1) is addressed to Purchaser, (2) is dated not more than forty-five (45) days prior to the Closing Date, (3) has all blanks completed or marked not applicable, as appropriate, (4) has all exhibits completed and attached, as applicable, and (5) does not indicate (x) any Tenant Lease amendment, assignment or subletting that was not previously provided by Seller to Purchaser pursuant to Section 5.2(a) and which is not reasonably acceptable to Purchaser, or (y) any alleged default or unfulfilled obligation on the part of the landlord or adverse claim against landlord not previously disclosed in writing to Purchaser. Notwithstanding anything contained herein to the contrary, in no event shall Seller’s failure to obtain the Acceptable Estoppel Certificate in accordance with the provisions of this Section 7.2 constitute a default by Seller under this Agreement. Purchaser’s sole and exclusive remedy for a failure of the condition to obtain the Acceptable Estoppel Certificate shall be to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit.
Sample 1
Acceptable Estoppel Certificate means an estoppel certificate that: (i) is consistent with the terms and provisions of the copy of the Lease provided by Seller to Buyer and the representations of Seller contained in this Agreement, (ii) is substantially in the form of the estoppel attached hereto as Exhibit H, (iii) is certified to Buyer, its lenders and its successors and assigns, (iv) is dated on or after March 1, 2017, (v) does not claim that Seller is in material default, (vi) does not claim a material offset or deduction to Xxxxxx’x payment obligations under the Lease or obligation for payment to or from Seller, as applicable, (vii) does not make an affirmative, material claim against Seller, (viii) has all blanks completed or marked as not applicable, as appropriate, and (ix) has all exhibits completed and attached, as applicable. For clarification purposes, an estoppel certificate that meets the foregoing criteria shall nonetheless be an Acceptable Estoppel Certificate even though Schwab modifies any statement in the estoppel certificate that it has no offset rights and/or claims and/or that Seller is not in default under the applicable lease by including a best or actual knowledge limitation.
Sample 1
Acceptable Estoppel Certificate means an Estoppel Certificate that (i) does not disclose any material default by Vantage or the applicable Project Entity, (ii) does not disclose any material default by tenant and (iii) does not contain information that is materially and adversely inconsistent with the lease representations set forth in S ection 4.13 or the Rent Roll. If the Investors believe that any Estoppel Certificate delivered to them after the Effective Date is not an Acceptable Estoppel Certificate, the Investors shall so notify Vantage in writing within ten (10) Business Days from the Investors’ receipt of such Estoppel Certificate, which notice must set forth in reasonable detail the reasons why the Investors do not believe that the Estoppel Certificate in question is an Acceptable Estoppel Certificate. With respect to any Estoppel Certificate delivered to the Investors after the Effective Date as to which the Investors do not so provide Vantage with written notice of their objections within such ten(10) Business Day period, the Investors shall be deemed to have irrevocably and unconditionally approved the applicable Estoppel Certificate as an Acceptable Estoppel Certificate.
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Related to Acceptable Estoppel Certificate

  • Estoppel Certificate As defined in Section 23.1(a).

  • Estoppel Letter A document executed by the Cooperative Corporation certifying, with respect to a Cooperative Unit, (i) the appurtenant Proprietary Lease will be in full force and effect as of the date of issuance thereof, (ii) the related stock certificate was registered in the Mortgagor's name and the Cooperative Corporation has not been notified of any lien upon, pledge of, levy of execution on or disposition of such stock certificate, and (iii) the Mortgagor is not in default under the appurtenant Proprietary Lease and all charges due the Cooperative Corporation have been paid.

  • SNDA means a Supplemental New Drug Application, as defined in the FDCA and applicable regulations promulgated thereunder.

  • Landlord Consent and Estoppel means, with respect to any Leasehold Property, a letter, certificate or other instrument in writing from the lessor under the related lease, pursuant to which, among other things, the landlord consents to the granting of a Mortgage on such Leasehold Property by the Credit Party tenant, such Landlord Consent and Estoppel to be in form and substance acceptable to Collateral Agent in its reasonable discretion, but in any event sufficient for Collateral Agent to obtain a Title Policy with respect to such Mortgage.

  • Property Notice means any order, notice, proposal, demand or other requirement issued by any competent authority (including the Landlord) which materially affects the Academy Trust’s ability to use the Land for the purposes of the Academy.

  • Bailee Letter has the meaning assigned to such term in the Custodial Agreement.

  • FIRPTA means the Foreign Investment in Real Property Tax Act.

  • Landlord Access Agreement means a Landlord Access Agreement, substantially in the form of Exhibit G, or such other form as may reasonably be acceptable to the Administrative Agent.

  • Record of survey map means a map of a survey of land prepared in accordance with Section 10-9a-603, 17-23-17, 17-27a-603, or 57-8-13.

  • FIRPTA Affidavit means the Foreign Investment in Real Property Tax Act Certification and Affidavit, substantially in the form of Exhibit D hereto.

  • FIRPTA Certificate an affidavit from the Annual Conference pursuant to Section 1445(b)(2) of the Code in the form attached hereto as Exhibit D, and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code

  • Lease Assignment has the meaning set forth in Section 3.5(d).

  • Acceptable Tender means any Tender which, in all respects, complies with the conditions of Tender and specifications as set out in the Tender document, including conditions as specified in the Preferential Procurement Policy Framework Act (Act 5 of 2000) and the Supply Chain Management of Council.

  • Cure Notice means a notice of a proposed amount to be paid on account of a Cure Claim in connection with an Executory Contract or Unexpired Lease to be assumed under the Plan pursuant to section 365 of the Bankruptcy Code, which notice shall include: (a) procedures for objecting to proposed assumptions of Executory Contracts and Unexpired Leases; (b) Cure Claims to be paid in connection therewith; and (c) procedures for resolution by the Bankruptcy Court of any related disputes.

  • FHA Approved Mortgagee means a corporation or institution approved as a mortgagee by the FHA under the National Housing Act, as amended from time to time, and applicable FHA Regulations, and eligible to own and service mortgage loans such as the FHA Loans.

  • Ground Lessor means, as to any Site, the “lessor,” “sublessor,” “landlord,” “licensor,” “sublicensor” or similar Person under the related Ground Lease.

  • Delay Delivery Certification As defined in Section 2.02(a) hereof.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Substitute Property shall have the meaning set forth in Section 2.6 hereof.

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Landlord Waiver means a letter in form and substance reasonably acceptable to the Administrative Agent and executed by a landlord in respect of Inventory of a Loan Party located at any leased premises of a Loan Party pursuant to which such landlord, among other things, waives or subordinates on terms and conditions reasonably acceptable to the Administrative Agent any Lien such landlord may have in respect of such Inventory.

  • Form 10-K Certification As defined in Section 4.03(e).

  • Additional Disclosure Notification The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information which is attached to this Agreement as Exhibit W.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Real Property Deliverables means each of the following agreements, instruments and other documents in respect of each Facility, each in form and substance reasonably satisfactory to the Collateral Agent:

  • Landlord Consent means a Landlord Consent substantially in the form of Exhibit G.