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Estoppel Certificate
Estoppel Certificate contract clause examples
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Certificate. If the [[Organization B:Organization]] claims any additional amounts pursuant to Section 3.06, [Section 3.07] or Section 3.09, as the case may be, it shall provide to the [[Organization A:Organization]] a certificate setting forth such additional amounts payable pursuant to Section 3.06, [Section 3.07] or Section 3.09, as the case may be, and a reasonable explanation of such amounts which are due (provided that, without limiting the requirement that reasonable detail be furnished, nothing herein shall require the [[Organization B:Organization]] to disclose confidential information relating to the organization of its affairs). Such certificate shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. The EnTrust Contributor shall have delivered to the Permal Contributor a certificate of the EnTrust Contributor, executed by an executive officer of the EnTrust Contributor, stating that the conditions set forth in Sections 8.2(a), (b), (c) and (d) have been completed.

Certificate. The [[Administrative Agent:Organization]] shall have received a certificate of each [[Loan Party:Organization]] dated as of the Third Amendment Effective Date (in sufficient copies for each [[Organization A:Organization]]) executed by a Responsible Officer of such [[Loan Party:Organization]] # certifying and attaching the resolutions adopted by such [[Loan Party:Organization]] approving or consenting to the Revolving Facility Increase, the Revolving Facility Extension and this Amendment, # in the case of the , certifying that, before and after giving effect to the Revolving Facility Increase, # the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are # with respect to representations and warranties that contain a materiality qualification, true and correct (subject to the materiality qualifications set forth therein) on and as of the Third Amendment Effective Date and # with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects on and as of the Third Amendment Effective Date, and the representations and warranties contained in subsections [(a) and (b) of Section 5.05] of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of [Section 6.01] of the Credit Agreement, and # no Default or Event of Default exists and # attaching evidence of the good standing, existence or its equivalent of such [[Loan Party:Organization]].

Declaration Estoppel Certificate” shall mean a certificate to be prepared by Purchaser and submitted by Seller, at Purchaser’s expense, to the parties designated by Purchaser under each Declaration in substantially the same form attached hereto as [Schedule 5].

satisfactory to (but in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease), provided that shall not be required to demand such certificates more frequently than two (2) times in any calendar year so long as no Trigger Period is continuing. shall deliver to each such estoppel certificate promptly upon ’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain same.

Estoppels. The Agent shall have received a tenant estoppel certificate from each Tenant required by the Agent in form and substance reasonably satisfactory to the Agent, duly executed by such Tenant.

if requested by the Agent, with respect to disbursements from the Rollover Reserve Account for tenant improvement costs, a current Tenant estoppel certificate in form and substance acceptable to the Agent; and

THIS ESTOPPEL CERTIFICATE (this “Certificate”) has been executed ​, by ​ (“Owner”) and ​ (the “Association”) to and for the benefit of ​ (“Purchaser”). Owner and Association are collectively referred to as “Declarant” and Purchaser and its lenders, affiliates, principals, successors and/or assigns are collectively referred to as “Beneficiary”.

If and to the extent any Estoppel Certificates received by from tenants under Leases or licensees under License Agreements contain express statements that are inconsistent with the information contained in any of the foregoing representations and warranties by , then said representation(s) and warranty(ies) of shall be automatically revised to be consistent with the applicable estoppel certificate without liability on the part of .

Estoppel, Acknowledgement and Reaffirmation. The Loan Parties hereby # acknowledge the existence of the Existing Default, # acknowledge # their Obligations under the Credit Agreement and the other Loan Documents and acknowledge that such Obligations are not subject to any credit, offset, defense, claim, counterclaim or adjustment of any kind (and, to the extent any Loan Party has any credit, offset, defense, claim, counterclaim or adjustment, the same is hereby waived by each such Loan Party), and # that as of the close of business on March 16, 2016, the aggregate outstanding principal amount of the Loans is $0.00 and the aggregate undrawn amount of all Letters of Credit is $8,172,900.74, # acknowledge that the Loan Documents executed by the Loan Parties are legal, valid and binding obligations enforceable against the Loan Parties in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in an action of law or in equity), # reaffirm that each of the Liens created and granted in or pursuant to the Credit Agreement and the other Loan Documents is valid and subsisting, # acknowledge that this Agreement shall in no manner impair or otherwise adversely affect such Obligations or Liens and # acknowledge that prior to executing this Agreement, the Loan Parties consulted with and had the benefit of advice of legal counsel of their own selection and have relied upon the advice of such counsel, and in no part upon the representations or advice of the Administrative Agent, any Lender or any counsel to the Administrative Agent, or any Lender concerning the legal effects of this Agreement or any provision hereof.

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