Acceptable Estoppel Certificates definition

Acceptable Estoppel Certificates has the meaning ascribed to such term in Section 7.2.
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Acceptable Estoppel Certificates are estoppel certificates 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 rent roll and the Tenant Leases and which shall not disclose any alleged default or unfulfilled material obligation on the part of the landlord not previously disclosed in writing to Purchaser in this Agreement; provided that an estoppel certificate executed by a Tenant either: (x) in the form prescribed by its Tenant Lease (y) with respect to a regional or national Tenant, in the standard form generally used by such Tenant, or (z) in the form attached hereto as Exhibit C-2 but for which Section 12 or Section 13 thereof shall have been deleted, shall each constitute an Acceptable Estoppel Certificate if it is otherwise consistent with this Section 7.2 and the factual information contained in the estoppels distributed to such Tenants pursuant to the provisions of this Section 7.2. Notwithstanding anything contained herein to the contrary, in no event shall Seller’s failure to obtain the required number of Acceptable Estoppel Certificates 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 required number of Acceptable Estoppel Certificates shall be to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit. Prior to delivery of the forms of estoppel certificates to the Tenants including, but not limited to, the Major Tenants, Seller will deliver to Purchaser for each Tenant completed forms of estoppel certificates, in the form attached hereto as Exhibit C-2 or such forms as required by the applicable Major Tenant Tenant Lease and containing the information contemplated thereby. Within three (3) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller notice either (A) approving such forms as completed by Seller or (B) setting forth in detail all changes to such forms which Purchaser reasonably believes to be appropriate to make the completed forms of estoppel certificates 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 applicable Major Tenant Tenant Lease...
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Examples of Acceptable Estoppel Certificates in a sentence

  • Purchaser’s sole and exclusive remedy for a failure of the condition to obtain the required number of Acceptable Estoppel Certificates shall be to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit.

  • Notwithstanding anything contained herein to the contrary, in no event shall Seller’s failure to obtain the required number of Acceptable Estoppel Certificates in accordance with the provisions of this Section 7.2 constitute a default by Seller under this Agreement.

  • Notwithstanding anything to the contrary, any failure by Seller to deliver to Buyer the Acceptable Estoppel Certificates shall not be a default under this Agreement.

  • If the Closing is adjourned pursuant to the immediately preceding sentence, then the Closing shall occur five (5) days after the date Seller has delivered to Purchaser all of the ISRA Approvals and Acceptable Estoppel Certificates.

  • 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.

  • Purchaser’s sole and exclusive remedy for a failure of the condition to obtain the required number of Acceptable Estoppel Certificates shall be to terminate this Agreement pursuant to Section 14.1(b)(i).

  • Purchaser’s sole and exclusive remedy for a failure of the condition to obtain the required number or percentage of Acceptable Estoppel Certificates shall be to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit.

  • Seller shall use commercially reasonable efforts to obtain Acceptable Estoppel Certificates from all Tenants which are not Major Tenants, provided that Purchaser’s receipt of Acceptable Estoppel Certificates from any Tenant which is not a Major Tenant shall not be a condition to Purchaser’s obligation to close the transaction contemplated by this Agreement.

  • If Seller is unable to deliver to Purchaser Acceptable Estoppel Certificates for the Required Tenant’s as required by this Section 7.9 on or before the date that is two (2) Business Days prior to the Closing Date, then Seller shall have the right to extend the Closing Date in order to obtain such estoppel certificates to a date that is the earlier of (x) thirty (30) days after the then-scheduled Closing Date and (y) five (5) Business Days after Seller delivers to Purchaser the Required Tenant Estoppels.

  • However, we deferred on the approval of MCA 82–4–239 concerning AML (Title IV) reclamation and placed a required plan amendment upon the Montana program (30 CFR 926.21(a)) in order to obtain more information concerning the revised AMLR plan and the AMLR reorganization.

Related to Acceptable Estoppel Certificates

  • 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.

  • 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.

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

  • 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.

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

  • 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.

  • Delay Delivery Mortgage Loans The Mortgage Loans for which all or a portion of a related Mortgage File is not delivered to the Trustee or to the Custodian on its behalf on the Closing Date. The number of Delay Delivery Mortgage Loans shall not exceed 25% of the aggregate number of Mortgage Loans as of the Closing Date.

  • 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.

  • 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.

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

  • 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.

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

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

  • 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.

  • 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

  • Back-Up Certification As defined in Section 13.06.

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

  • 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:

  • Lease Assignments means the assignments of real property leases and subleases by and between a member of the Nuance Group, as assignor, and a member of the SpinCo Group, as assignee, in each case as set forth on Schedule XII under the caption “Lease Assignments.”

  • Occupancy Certificate means the occupancy certificate, or such other certificate by whatever name called, issued by the competent authority permitting occupation of any building, as provided under local laws, which has provision for civic infrastructure such as water, sanitation and electricity;

  • Conforming Mortgage Loan means a first lien Mortgage Loan originated in accordance with the criteria of an Agency for purchase of Mortgage Loans, including, without limitation, conventional Mortgage Loans, as determined by Buyer in its sole discretion.

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

  • Required Special Servicer Rating means with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”, (ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer, (iii) in the case of Xxxxx’x, such special servicer is acting as special servicer for one or more loans included in a commercial mortgage loan securitization that was rated by Xxxxx’x within the twelve (12) month period prior to the date of determination, and Xxxxx’x has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage loans, (iv) in the case of Morningstar, such special servicer has a ranking by Morningstar equal to or higher than “MOR CS3” as a special servicer, provided that if Morningstar has not issued a ranking with respect to such special servicer, such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by a Rating Agency within the twelve (12) month period prior to the date of determination, and Morningstar has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities, (v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination, and (vi) in the case of DBRS, such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by DBRS within the twelve (12) month period prior to the date of determination and DBRS has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities as a material reason for such downgrade or withdrawal.

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