Seller Estoppel Certificate definition

Seller Estoppel Certificate has the meaning set forth in Section 8.2.5.
Sample 1Sample 2Sample 3
Seller Estoppel Certificate has the meaning ascribed to such term in Section 7.2(b).
Sample 1Sample 2Sample 3
Seller Estoppel Certificate means an estoppel certificate with respect to a Lease or In-Store Sublease in the form attached hereto as Exhibit G.
Sample 1Sample 2

Examples of Seller Estoppel Certificate 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.

  • 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 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.

  • Any Seller Estoppel Certificate delivered by Seller to Purchaser shall be subject to all terms and conditions of Sections 15.15 and 15.21 of this Agreement.

  • Nothing in this Section 15 shall be deemed to modify, limit or supersede the terms of this Agreement applicable to (i) damages for which Seller may be liable, or any limitations thereon, or (ii) compensation to which Buyer may be entitled, under this Agreement or any Seller Estoppel Certificate.

  • Each Seller Estoppel Certificate shall survive the Closing for a period of nine (9) months and thereafter be null and void as to any claims not asserted in writing by Buyer prior to the end of such period.

  • If the applicable Tenant shall thereafter provide a Satisfactory Tenant Estoppel Certificate to Purchaser, then such Seller Estoppel Certificate shall thereupon be null and void and of no further force or effect.

  • To the extent that Seller is able to cause tenants occupying seventy-five percent (75%) of the leased space at each of the Properties, on an individual basis, to deliver an executed estoppel certificate to Purchaser, then the Estoppel Certificate from those tenants shall replace the Seller Estoppel Certificates in their entirety and the Seller Estoppel Certificates shall be of no further force or effect and Purchaser shall not rely on the Seller Estoppel Certificate.

  • If any Estoppel Certificate contains statements confirming any of Seller’s representations or warranties set forth herein or in a Seller Estoppel Certificate, then Seller shall be deemed not to have made such representations or warranties as to such Lease.

  • Any statements made by Seller under such Seller Estoppel Certificate shall be limited by the parameters set forth in Sections 9.B, 9.C, and 9.D of this Agreement; provided, however, notwithstanding anything to the contrary set forth in Section 9.D, any claim of Purchaser based on an alleged breach of any Seller Estoppel Certificate must be made within one hundred eighty (180) days following the Closing or shall automatically be null, void, and of no force or effect whatsoever.


More Definitions of Seller Estoppel Certificate

Seller Estoppel Certificate shall have the meaning ascribed thereto in Section 4.3(e) hereof.
Sample 1
Seller Estoppel Certificate as such term is defined in Section 11(c)(ii).
Sample 1
Seller Estoppel Certificate means the certificate to be provided by Seller in substantially the form attached hereto as EXHIBIT "K" if and to the extent Seller fails to provide a Tenant Estoppel Certificate for each subject tenant under a Lease.
Sample 1

Related to Seller 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.

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

  • 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.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • SNDA has the meaning ascribed to such term in Section 7.3.

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

  • Rent Roll shall have the meaning set forth in Section 3.18 hereof.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

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

  • 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.”

  • 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:

  • Space Lease The space or occupancy lease pursuant to which any Borrower holds a leasehold interest in the related Mortgaged Property, together with any estoppels or other agreements executed and delivered by the lessor in favor of the lender under the related Mortgage Loan(s).

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

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

  • FIRPTA means the Foreign Investment in Real Property Tax Act of 1980, as amended.

  • 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;

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

  • Space Leases means any Lease or sublease thereunder (including, without limitation, any Major Space Lease) or any other agreement providing for the use and occupancy of a portion of the Property as the same may be amended, renewed or supplemented.

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

  • 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

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

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

  • Ground Lease means a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner. With respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that:

  • Lease Supplement means a Lease Supplement, substantially in the form of Schedule 2 hereto, to be entered into between Lessor and Lessee on the Delivery Date for the purpose of leasing the Aircraft under and pursuant to the terms of this Agreement, and any subsequent Lease Supplement entered into in accordance with the terms of this Agreement.