Seller Estoppel definition

Seller Estoppel shall have the meaning set forth in Section 7.3.6.

Seller Estoppel shall have the meaning set forth in Section 4.1(f)(iii) hereof.

Seller Estoppel has the meaning set forth in Section 5.13(b).

Examples of Seller Estoppel in a sentence

• The representations and warranties of Seller set forth in Sections 7.1 (a)-7.1(aa) hereof, the statements contained in the Seller Estoppel Certificate, if any, and the covenants of Seller set forth in sections 7.4.1 through 7.4.7 shall survive Closing for a period of time equal to fifteen (15) months following the last day of the Purchaser's fiscal year in which Closing takes place.

• To the extent that Seller Estoppels are delivered with respect to any Lease, such estoppel shall be deemed of no further force or effect upon the delivery of a Tenant Estoppel from the applicable tenant which is not inconsistent with the Seller Estoppel.

• Any liability Seller may have with respect to each Seller Estoppel Certificate (if any) delivered to Purchaser as aforesaid for any inaccuracies therein or otherwise shall terminate on the earlier of: (a) the date Purchaser receives an estoppel certificate reasonably acceptable to Purchaser from the tenant that is the subject of such Seller Estoppel Certificate confirming in all material respects the information included in such Seller Estoppel Certificate; or (b) six (6) months after the Closing Date.

• 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.

• If Seller or Purchaser subsequently obtains a Required Tenant Estoppel Certificate meeting the requirements of this Section 4.1(b)(x) hereof, from a tenant for which Seller has delivered a Seller Estoppel Certificate, the delivered Seller Estoppel Certificate will be null and void, and Purchaser will accept the Required Tenant Estoppel Certificate in its place.

More Definitions of Seller Estoppel

Seller Estoppel is defined in Section 8.3.

Seller Estoppel has the meaning given that term in Section 6.1(j).

Seller Estoppel. As defined in Section 8(b). 71.

Seller Estoppel means an estoppel certificate executed by the applicable Seller with respect to a particular Lease or Leases certifying as to the following: Each of the Leases is in full force and effect and has not been modified, renewed, extended, amended or terminated except as indicated on Exhibits C-1, C-2 and C-3. No rent or other amounts payable under the Leases have been paid more than one (1) month in advance. No Tenant under any of the Leases has any right or option to purchase or otherwise acquire the Property or any portion thereof or interest therein, including, without limitation, any rights of first refusal, except as indicated on Exhibits C-1, C-2 and C-3. All security deposits required under the Leases have been paid in full and are being held by Sellers. Except as disclosed on Exhibit C-4 (with respect to the Greens I Real Estate), Exhibit C-5 (with respect to the Greens II Real Estate), and Exhibit C-6 (with respect to the Greens III Real Estate) attached hereto, neither the lessor/landlord nor, to each Seller's knowledge, any of the Tenants under the Leases is in default under the Leases, and no event or condition has occurred which, with the giving of notice and/or lapse of time, would constitute a default on the part of lessor/landlord or, to each Seller's knowledge, any of the Tenant's under the Leases. No Tenant has asserted in writing any Lease audit rights or other defenses, claims or set-off rights against Sellers in connection with any Lease. No Seller has knowledge of any pending or threatened litigation by any Tenant against such Seller with regard to any Lease.

Seller Estoppel shall be an estoppel certificate from Seller which shall (x) be in the form annexed hereto as Exhibit 2 (with such non-material modifications as Seller shall make thereto), and (y) expire one hundred eighty (180) days after the Closing Date. If, after the Closing, Seller delivers to Purchaser, or Purchaser receives in substance, regardless of the form of the document, an estoppel from a tenant for which a Seller Estoppel was delivered, in whole or in part, then Seller shall thereafter be released from said Seller Estoppel to the extent the estoppel addressed the subject matter in the Seller Estoppel (it being agreed by Purchaser that the provisions of this subsection relating to the release of Seller upon such post Closing delivery shall survive Closing). In the event that Purchaser receives an estoppel certificate with material and adverse modifications to which it objects, Purchaser shall deliver written notice of such objection to Seller (an “Estoppel Objection Notice”) within five (5) Business Days of its receipt of such estoppel certificate. Failure of Purchaser to timely deliver an Estoppel Objection Notice shall be deemed a waiver of Purchaser’s right to object hereunder and such estoppel certificate shall be deemed valid for all purposes under this Section 11(a)(i). If Purchaser timely delivers an Estoppel Objection Notice and Seller is unwilling or unable to provide a replacement estoppel certificate curing the objections set forth in the Estoppel Objection Notice or to otherwise make Purchaser whole with respect to the matters objected to in the Estoppel Objection Notice, then the estoppel certificate objected to in the Estoppel Objection Notice shall not be deemed valid for purposes of this Section 11(a)(i). Notwithstanding the foregoing, if any tenant indicates in its Tenant Estoppel that it has a claim, which would entitle it to set-off the amount of the claim against rent due under its Lease and the amount of such claim is ascertainable and Purchaser timely delivers an Estoppel Objection Notice with respect thereto, Seller shall have the right, at its sole option, to give Purchaser a credit against the cash portion of the Purchase Price in the amount of the claim or to deliver an indemnity reasonably acceptable to Purchaser with respect thereto, in which event such Tenant Estoppel shall be deemed valid for the purposes of this Section 11(a)(i). Seller agrees to request a Tenant Estoppel from each of the tenants under the Leases and shall use ...

Seller Estoppel means an estoppel certificate from Sellers in the form attached hereto as FORM 3.

Seller Estoppel has the meaning ascribed to such term in Section 7.2(a).