Seller Estoppel Certificate definition
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.
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.
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.
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.
In the event Sellers are unable to deliver one hundred percent (100%) of the Other Estoppels (for this purpose, again excluding occupants under temporary license and concession agreements), Sellers shall furnish Sellers' estoppels (each a "Seller Estoppel Certificate") in the form of Exhibit 10.1.2, dated as of the Closing Date.
Notwithstanding the foregoing, in the event Seller is unable to obtain a Landlord Estoppel Certificate from such other party to such Lease after using reasonable best efforts in accordance with Section 2.3(b), then Seller shall execute and deliver to the applicable Buyer a Seller Estoppel Certificate with respect to such Lease, which delivery shall satisfy the condition set forth in this Section 8.6.
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.